When Life Gives You Lemons
by Creaturemaster
Summary: Note: Author suggests to read "We Are Monsters" in order for this to make a clear amount of sense. Ben and the ghouls have just come back from their adventures at Haunted High, and return to find out that it's Ben birthday! Everyone's having a grand, old time . . . and the ghouls have a special surprise in store for their man. Includes one-shots with other ghouls later on!
1. When Life Gives You Lemons

**Note: Yes, this is the 'dreaded' sex chapter from my original story. I felt that it was unfair to rate the story M and make it unavilable to certain readers and the likes. So if you're not here from "We're All Monsters", this won't make a lot of sense. Just a suggestion.**

 **WARNING! If you are under thirteen of age, skip to the next chapter as the contents of the current one are not appropriate for your age. If you are uncomfortable with the following content, skip ahead to the next chapter as well. This is chapter is only for those that like to this kind of stuff and, as I like to appeal to all my audiences, I have dedicated the much-discussed topic into this single chapter.**

 **WARNING! If you didn't bother to read the first warning, let it be known that this chapter contents an insane amount of sex content that is not suitable for readers under the age of thirteen, as well as regular readers who find this topic uncomfortable.**

 **WARNING! So, you decided to ignore the first warnings, eh? Then let it be known that I have no pity for you if you become scarred for life by what follows. All I have to say to you is that I am not legally bound by you if I frightened you as gave you plenty of warnings. In other words, DON'T SUE ME!**

 **WARNING! Oh, why do I even bother? If you ignored the first three warnings, what are the odds you'll read this one?**

 **As always, comment, review, suggest, and request down below.**

 **Onwards!**

Ben groaned and felt his eyelids flicker for a moment. He didn't know why his head hurt so much. One moment, he was turning into Echo Echo to fuse his many transformations back together into a single Ben, the next moment, everything went black and the last thing he heard was Frankie apologizing to him before he succumbed to the blackness that clouded his vision. He groaned again and slowly blinked open his eyes to stare up at a dully painting with a long crack running across the middle; Ben now knew where he was. Spectra's house, specifically the room that he stayed in, had this crack in the ceiling. Now that he was slowly waking up, he could start to hear voices around him.

"Is he awake yet?" he heard Venus whisper.

"I'm not sure." Clawdeen replied.

"Oh, how much longer? I wanna get started!" Whisp rasped excitedly.

"Easy, luv. Hold your nightmares." Robecca calmed the genie.

"Hey, I think he's waking up!" Nefera whispered happily.

"Oh, goodie!" Whisp smiled.

"Y-you're sure h-he'll want this?" Jane bit her lip nervously.

"Positive." said Venus with confidence.

"He's waking up!" a panicked voice that Ben recognized as Gigi's cried.

"No backing out, ghoul." Spectra said firmly.

"Backing out of what?" Ben mumbled, slowly sitting up in bed. "Gah! Headache, headache, headache!" he whimpered, holding his throbbing head.

"I think Frankie _might_ have hit him too hard with the shovel." Clawdeen murmured to Nefera.

"Yah think?" the mummy asked sarcastically.

"What's going on?" Ben wondered, opening his eyes all the way. "And . . . why are you all in your underwear? And looking at me like that?" he added upon seeing Venus's disturbing face. Indeed, it seemed everyone of the ghouls in the room had stripped down to only their underclothes, and a couple of them even lacked those as well.

"This," Venus replied "Is your birthday present from all of us." she smirked, sporting a neon pink bra and thong as her small fangs glistened in the light of the room.

"We kinda . . . forgot . . . to get gifts." Spectra admitted, wearing the black bra and panties that had teased Ben for so long.

"Well, with everything that's happened so far, that's understandable." Ben grumbled. "How was the night with Porter anyways?"

"It was fun," Spectra smiled. "Sirena stole him away for most of the night though."

"Sorry to hear that. Had I not been beside myself and then knocked out, I would've danced with you." Ben apologized, casting a mocking glare at the ghouls as they smirked at him.

"That's the spirit, me hearty!" Vandala cried as she came swooping in through the ceiling, wearing her pale blue captain's jacket over who knows what.

"What are you doing here?" Ben asked.

"Well, seeing as it was your birthday and we really only got together on the same day, I thought I'd join in with your little present," Vandala smirked. "I woulda given ya one of me best treasures, but they're all cursed." she added apologetically.

"What is my birthday present anyways?" Ben asked, an idea already forming in his head.

"Are you really that dense?" Whisp asked, crawling across the bed to him and leaning into his frame; she wore a black bra traced with gold and, what really turned Ben's face a deep red, no panties whatsoever. Whisp noticed his expression and gave him a sexy smile before suddenly throwing her arms around him and smashing her lips into his, sliding her tongue past them before Ben could even attempt to stop her.

"Aw, I wanted first dibs!" Nefera whined.

"You don't have to just kiss his lips you know." Venus grinned like the Cheshire cat; Nefera quickly caught on, and the two ghouls stalked closer to Ben with the stature of wild cats, hungry looks on their faces as they eyed him. Nefera reached him first and gripped the edge of his brown jeans and slowly pulled them down as Ben finally managed to recover from shock and return the affection Whisp was currently smothering him with; he was very aware of how things were going and decided he and the ghouls had put it off for long enough. Clearly, they weren't going to let him go any time soon as Venus pulled his pants off and tossed them carelessly while Nefera worked on Ben's black boxers, nearly tearing them to shreds as his already hardening member flopped out, eliciting gasps from the aroused ghouls.

Nefera wasted no time and slowly licked the tip of the throbbing organ as Venus joined in, both ghouls taking opposite sides of Ben's member and slowly, carefully running their tongues up and down his dick; Ben moaned quietly between kisses from Whisp as she allowed to Ben to start playing with her ass, moaning louder as he squeezed and pulsed his hands.

"Um, excuse me?"

The three ghouls parted from their work to glance up as Frankie came walking through the door in nothing but her black Fearleading uniform traced in dark pink; Ben's face turned a dark red at the sight of such a short skirt and the way Frankie's breasts bounced when she walked into the room, shaking her ass slightly. "I get first dibs." she said firmly with a smirk.

"Why do you get to play with him first!?" Whisp whined.

"Because I'm the Alpha." Frankie's grin broadened as Clawdeen, Gigi, and Jane shared glances with each other and too a few steps away from Ben, hunching slightly and assuming submissive postures.

"On what grounds?" Nefera cocked an eyebrow.

"On the grounds that I made her Alpha," Ben piped up. "During the whole Time War thing, Jane mentioned that I would need some sort of dominant 'mate' to keep things in order. I asked Frankie, and she said yes."

"Oh." was all the ghouls had to say as they backed away from Ben and gave Frankie room. The cadaver smiled and climbed onto the bed next to Ben, a sexy smile on her face as she planted a kiss on Ben's cheek, working her way down his neck and to his collarbone area as she slowly pulled his shirt off of him, exposing his hard muscles and making several ghouls drool at the sight; Clawdeen howled as oil leaked from Robecca's nose, a cloud of steam escaping from the robot's ears as she watched Frankie work. The mint skinned girl then stabbed out her tongue, tracing it back up Ben's neck where she engulfed Ben's lips in hers as she climbed on top of him and pressed her body to his, her modest breasts pushing against his chest; Frankie could feel Ben's thick member tickling her lips and ass, a feeling that made her more aroused than before as she lifted the straps of her Fearleading uniform off of her shoulders and let the top half of her uniform fall free, her breasts now fully exposed.

Venus could no longer contain herself as she watched Ben and Frankie, her left breast fully exposed as she massaged it and fingered her fanged snatch, viciously biting her lip and drawing out some sap before she could no longer stand it. "I can't take it anymore!" she cried loudly before tackling Robecca to the floor and pressing her lips to hers, slithering her long tongue pas them and down Robecca's metal throat.

"Geez, Venus, restrain yourself a little." Lilith muttered as the plant monsters undid her bra and rubbed her wet pussy while making out with Robecca. It was only a few minutes later that the robot's systems were able to reboot themselves and actually respond back, returning the kiss with equal pleasure as she groped Venus's breast in her fingers.

"Uh . . ." Clawdeen trailed off.

"You get use to it," Jane shrugged. "Every now and then she'll get his sudden urge."

"You don't say." Clawdeen rolled her eyes.

Frankie shifted her ass back a little bit, never parting away from Ben as she could fill his firm member just right up there next to her holes, pulsing and throbbing like Ben's strong heart that she could feel pumping quickly inside of his chest. Her own heart was racing as she finally decided to end both of the torturous wait. She gave Ben one last firm kiss before breaking away from him and climbing up into squatting position as she hovered over Ben's thick rod.

"Ready, Ben?" Frankie asked.

"Whenever you are, babe." he grinned as Frankie smiled back and slowly sank downwards onto Ben's thick dick, crying out with pleasure as she could feel him inside of her, pushing deep into her s she sank down further and further; she was halfway there and he was already so far inside her it felt like he had pushed up through her organs and into her stomach, even though she knew that wasn't possible. She sucked in a deep breath and decided to get it over with before dropping her entire weight down on Ben, letting out a loud cry as she felt Ben dick hit the very end of her passage. She would screamed even louder had Ben not suddenly shot up and cupped her face into his hands and kissed her full on the lips, silencing her as he kissed her fully, sliding his tongue past her lips and down her throat, pulling her tight against him.

After she had gotten over the initial shock of having sex for the first time, Frankie now knew what to do and began to slowly move herself up and down never, pulling away from Ben as he kissed her, moving one of his hands away from her face to her breasts and having groping it, moving his fingers in wide, smooth circles before gently grabbing her nipple and pinching it as hard as he could, mentally smiling when he felt Frankie jump and moan. She was now moving herself up and down more quickly now as she breathed heavily, the pleasure and wonderful feeling now so intense it was all her mind could process at the moment. She knew the most of the ghouls were watching with amusement or jealousy, and this only made her feel more wonderful as Ben gripped her ass tightly, digging his fingers into her flesh and squeezing them as hard as he could. Frankie felt her eyes roll into the back of her head as her pleasure suddenly spiked and she felt her lower half jolt as something spilled out from her all over Ben's member.

"So soon?" she heard Ben joke playfully.

"Sorry," Frankie panted, wiping her brow. "First time and all."

"If it was your first time, how come you didn't full out scream when . . . you know . . ." Ben trailed off.

"I'm made of different body parts, Ben," Frankie smirked. "I just got lucky and got a vagina that already had it broken." she explained. "Do you want me to finish you off?" she asked.

"If you'd like." Ben shrugged, kissing Frankie on the cheek and turning her face as she climbed off of him, his dick sliding out of her pussy now completely drenched in a wet film.

"Dang, ghoul. He got you good." Clawdeen noted as Frankie got down on the bed with her ass in the air. She took Ben's dick in her fingers, ignoring the slime that covered it as she moved it up and down, eliciting a groan from Ben when she put the the tip of her tongue to it and ran it up and down the full length of the pulsing organ. She then took the entire tip of his member in her mouth, surprised to actually find that her own juices tasted rather good; this made her wonder what Ben's might taste like as she wiggled her tongue over the tip before moving her head down slowly, taking in the entire thing until she had managed to take it all in one gulp, the very tip of Ben's dick at the edge of her throat.

It was then that two things happened at once. The first one was that Ben placed a hand on her head and kept her head forced down as she ran her tongue over every available part of his member. The second thing to happen was a pair of delicate and trembling hands set themselves on her ass, giving it a light squeeze before she felt something wet tentatively touch the very edge of her ass hole. Frankie rolled her eyes back as far as they could go to see Jane's head of magenta and indigo locks behind her mint green ass dressed in an oversized T-shirt that Spectra had lent her.

"I-I'm s-sorry," the jungle girl stammered. "Do . . . do you mind?" she asked fearfully.

Unable to answer verbally, Frankie gave Jane a thumbs up and returned her attention back to Ben as Jane worked on her ass hole, lightly licking it and stretching her ass apart as she jammed her tongue in deeper, recoiling slightly at the taste; she would stopped right then and there and politely waited for her turn, but her hormones were going insane right now and this was the only way to quell them for the moment as Frankie bobbed her head up and down on Ben's shaft, her muffled moans getting louder and louder as Jane pleasured her. The jungle girl was doing this to both quell her raging instincts and to move up in the hierarchy that had been established, much like the way chimpanzees used grooming to gain more status in the clan; in this troop however, it was catering to the top ghoul.

"Frankie . . ." Ben warned her as he felt something start to shift inside of him, his dick quickly heating up as something moved inside of it. Frankie merely gave him a seductive smile and remained where she was as Ben shot a load deep into her mouth, a little of it going down her throat while the rest remained in her mouth, pleasuring her brain with a salty taste that she left sit before she let it trickle down her throat; she then slowly removed her head from Ben's dick before giving him one last kiss on the lips as Jane finished off with Frankie and backed a distance away.

"Who's next?" Frankie mumbled, sliding down to the floor, utterly exhausted.

"Whoever it is, you might have to wait a while." Ben sighed happily, his once throbbing member now slightly limp.

"Me!" Venus cried happily, giving Robecca one last kiss on her metallic cheek before the plant monster hopped up onto the bed and cuddled up to next to Ben. "But I think I'll dial in someone else to take your place." she smiled sexily, her fingers edging carefully towards the Omnitrix.

"Be my guest." Ben surrendered as Venus quickly turned the device on and cycled through his roster before selecting the alien she wanted and pressing down on the activation button. He felt his bones liquify and his muscles turn into soup. His fingers and hands melted together into long, elastic tentacles. Ben felt every fiber of his being pulled apart as his face hardened and his organs moved up behind it. A hard casing formed around his organs and face, turning into a hard face plate with black designs on it. He felt the Omnitrix slip inside him as his entire body suddenly turned into a large puddle of water, the face plate floating around in the water.

"Overflow, huh? Interesting, eh, bra?" the Aguadite looked to Venus.

"You mean this bra?" Venus gave him a seductive smile and reached behind her back, her fingers quickly snapping her neon pink bra as she ever so slowly slipped it off of her upper body, teasing Overflow as the bra slid away to reveal her lime green breasts to the world. Somehow, Overflow wasn't surprised by the fact that they were bigger than Frankie's, but he barely got time to notice before Venus was on him, dipping her hands inside of him and planting a kiss on his face mask, her long tongue slipping out past her needle-like fangs as she whipped it over the entire area of the mask before withdrawing it back into her mouth.

She moaned as the Aguadite slithered his liquid body over her more solid form, the soothing waves caressing every part of her body as Overflow suddenly engulfed her, pushing her deep inside of his body and sitting there on the bed as his body pleasured Venus. The plant monster could feel the water around her mouth solidifying slightly into something that could be compared to jello before it forced its way deep into her mouth, slithering down her throat as a similar item forced its way up into her fanged pussy and deep into her tight asshole, tearing her thing from her and spitting it out in a wet spray.

"Isn't she gonna drown?" Vandala cocked an eyebrow, sitting back on an invisible chair in the air.

"Nah, she'll absorb any oxygen she needs through her skin." Clawdeen reassured her. "She's a plant. All she really needs is sunlight, water, and some good soil."

Jane wasn't paying any attention to the conversation as she starred at Venus and Overflow with wide, lavender eyes, a deep blush creeping across her face. She was still nervous about the whole idea of giving up her virginity so soon to anyone, even if that one was Ben. She knew basic biology and knew that sexual intercourse was relatively painful at first for girls before it got better. This made her second guess whether or not she was up to this; maybe she could back out and instead by Ben a nice gift card to a video game store or something?

"Nervous, luv?" Robecca asked, coming from behind the jungle girl and wrapping her bronze arms around her waist; Venus moaned loudly, bubbles surging to Overflow's surface as she cupped her breasts and molested herself.

"Y-yeah." Jane admitted nervously.

"Don't be," Robecca smiled, pecking Jane on the cheek. "Ben will be nice and gentle." she reassured Jane as she smoothed down her black and blue locks that had been ruffled during Venus's attack.

"I'm still not sure . . ." Jane trailed off, her oversized T-shirt feeling much heavier all of a sudden. "Are you certain this is what monster teenagers do for fun?"

"Some," Robecca admitted as Venus suddenly screamed with her pleasure. "You still don't have to do it if you don't want."

"I do!" Jane said quickly. "I'm just . . . scared."

"Afraid it'll hurt, luv?"

"A little." Jane admitted quietly.

Robecca paused for a moment before speaking; Venus was writhing in pleasure as Overflow rolled his waves over her skin, caressing her ever so gently while forcing himself deeper and deeper inside of her, his liquid body easing any pain that might have been there as he jammed his way up Venus's ass while stroking massaging her ass at the same time. Her mind was screaming with delight as Overflow forced his way in her mouth and down her throat while stabbing himself up through her snatch, expanding himself outwards and making himself larger and larger; Venus was practically gagging on the dick the Aguadite had created for her pleasure, her breaths deep and ragged as she came not once, not twice, not even three times as Overflow continued to ram every one of her holes. Overflow's body was now stained a slight yellow with what everyone guessed was Venus's sweet nectar; a quick sip from Robecca, and it was confirmed, though the robot claimed that it would taste "simply smashing" with a hint of ginger.

"How about we go together, luv?" Robecca offered as she licked a finger, savoring the taste.

"Y-your sure you don't mind?" Jane stammered.

"Not at all, luv. For you, I'd do anything." Robecca smiled sweetly, hugging Jane tightly; the jungle girl was well aware of Robecca's breasts pressing into her face as she was hugged, and it took all her willpower to her keep her nosebleed from showing as she shakily returned the hug, her hands cautiously slithering around her ghoulfriend's waist as if she half expected to be suddenly attacked and torn to shreds as her hands came to a stop just barely above Robecca's dark blue panties and gold leggings, her face pressed into her gold colored top.

"Dude, that was gnarly!" Overflow exclaimed as he released his hold on Venus and dropped her back onto the bed, swirling around on himself and the covers and absorbing any left over moisture before the Omnitrix timed out and returned Ben to the world with a rested look on his face and a throbbing boner between his legs; Venus lay on the bed, her eyes rolled up into her bed as she breathed heavily, her tongue lolling out past her lips as Gigi and Spectra helped her up and dragged her across the bed towards a far corner to allow her to rest.

"He's good, isn't he?" Frankie smiled as she crawled up onto the bed next to Venus.

"Oh, yeah . . ." Venus sighed happily, absentmindedly playing with herself as Spectra floated down from the air, sporting the black bra and pair of panties that drove Ben crazy as she rested on her knees in front of him, a bright smile on her face.

"Sorry I forgot your birthday." she apologized.

"Don't be," Ben smiled as he pulled Spectra onto his lap. "I forgot too, so we're even."

"I guess we are," Spectra licked her lips hungrily. "This is for always being there for me. Even when I was a bit of a burden." Before Ben could retort with a witty remark, Spectra leaned forward and lightly pressed her pale, indigo lips to his. Unlike Venus, Spectra was delicate and gentle, as if Ben would break at the slightest gesture as she glided her hands over his hard chest muscles, lightly stroking her hands over them as she carefully pressed her body against his, his throbbing cock against her wet pussy, drawing out a low moan of pleasure escaping both of them as they both fell back on the bed, Spectra taking the opportunity to gently run her tongue over Ben's lips, savoring the surprisingly delicious taste of Frankie's lipstick, before she carefully slid them past Ben's and into his mouth, shivering when Ben did the same and rubbed his hands up and down her pale back, playfully tugging at her bra strap before slithering down to her ass and rubbing slow, delicate circles into her flesh (or lack thereof).

Spectra suddenly broke away from Ben in a fluid transition as she reached behind slowly undid the clasp of her bra, taking the garment off and casting it carelessly aside as her pallid breasts flopped in Ben's face; he grabbed one of them in his firm hands, molesting it as he tentatively started to suck on the other one, running his tongue around in quick, little circles as Spectra's pulse raced and her breathing quickened as she wrapped her arms around Ben's back and pulled him closer, moaning loudly as he continued to pleasure her loudly.

"B-Ben! Fuck me!" Spectra moaned loudly, reaching down with one of her hands to tear her panties to the side before grabbing his thick member in her hand and jamming it inside of her, ignoring the dull pain as her hymen was broken and Ben plunged his full length into her as Spectra screamed with ecstasy as Ben jack hammered her. His hands were groping her ass tightly as she moved herself up in down in time to Ben's rhythm, pulling up when he pulled out and plunging down when he thrust inwards.

"I-I love you!" Spectra managed to gasp, firmly grasping Ben's shoulder with one hand holding his cheek in the other as she kissed him again, a warmth flowing through her as she rode and kissed him, swinging her hips back and forth and grinding herself against him. Before she knew it, she was cumming on him, her fingers digging deep into his brown locks as Ben mumbled something into her lips; it sounded rather urgent, but Spectra didn't care as she forced her tongue back past his lips and down his throat before she felt something suddenly shoot deep into her, making her cry out in surprise as she collapsed against Ben, breathing heavily and utterly exhausted.

"I tried to warn you." Ben said after a few minutes of stunned silence.

"You . . . y-you came . . . in me . . ." Spectra panted.

"He . . . did warn you . . ." Gigi said softly.

"But . . . but . . ." Spectra trailed off, her eyelids starting to droop. Her mind was completely overloaded by her first experience and it was both wonderful and exhausting at the same time. She tried grasp tightly to the last strings of consciousness as her vision became blurry and her muscles started to ache.

"Don't worry," Ben reassured her softly as she drifted off, kissing her forehead. "I've got three wishes up my sleeve." Spectra nodded softly before she became dead to the world and fell asleep on Ben as he carefully ran his fingers through her hair to soothe her slumber a little before he shifted himself and moved Spectra off of him and over to Venus and Frankie as the plant monster rested Spectra's head on her stomach and pulled the covers over her, calmly stroking her head as Nefera slid up next to him, resting her fingers on the Omnitrix.

Ben nodded as the mummy turned the watch on and cycled through the transformations before coming across the one she wanted and pressed down on the activation button as the green light engulfed Ben and changed his form. His skin turned a dark green, patches of it turning bright green as it became soft and stretchable. The feeling of bones vanished all together to instead be replaced by some sort of woody structure that acted as a skeleton. His legs began to twitch violently until they each split in two, becoming long tendrils that would let him skitter and stalk amongst the ground. Two fleshy mounds appeared on either side of Ben's head, pulsing and swelling until they became Venus Flytrap-like flaps with pointed teeth at the ends. His arms became long and rubbery, long fingers forming on each end with fleshy thorns appearing on his elbows, knees, shoulders, and chest. His head retained a similar shape as his eyes molded together into one. A row of spikes formed on his head as a green belt with the Omnitrix on it appeared on his waist, completing the transformation.

"Probably should have seen that coming, bra." Wildvine grinned as Nefera lay down on the bed with a seductive smile on her Nile blue lips, beckoning him closer with a finger as the Florauna slithered his four tendrils towards her, extending his long fingers into limb tentacles as more sprouted from his back. Nefera's sexy smile broadened as four tendrils wrapped themselves around her arms and legs, lifting her up into the air before two of the tendrils bound her arms and legs together, free up the other two to slid and writhe over her black bra and golden and tan striped panties, drawing low moans from Nefera.

A tentacle slithered up to Nefera's face and caressed her cheek gently, slowly tracing itself over her lips before carefully wiggling itself past them and into her mouth, a second tendril copying the first's movements before both of them pried her lips apart, allowing a much thicker tendril to slip past her defenses and give her a good deep throating. Another tendril had made its way down to her panties where they cautiously slipped inside them, carefully poking and prodding her already wet lips, teasing her as she moaned with the vine in her mouth, begging for Wildvine to stop taunting her and start pleasuring her; the Florauna happily obliged as a small tendril wrapped itself tightly around her panties and yanked them aside before a thick vine thrust itself into her without warning, eliciting a surprised moan from Nefera as Wildvine thrust his roots in and out of her, sending out more shoots that tore her bra from her before wrapping themselves tightly around them and squeezing them tightly. Nefera screamed a muffled yell as two vines of considerable thickness stabbed themselves deeply into her ass, a third joining her as a second jammed itself into her dripping pussy, several more wrapping themselves around her waist and and head, the vines around her breasts tightening considerably as her perfectly tanned skin started to redden, her nipples hardening.

"What a slut." Clawdeen shook her head.

"Every ghoul has their preferences," Jinafire said calmly. "But I assume that you would like a similar thing done to you?"

"Does the moon rise and set every night?"

"I thought as much." Jinafire gave a small smile as Nefera shuddered, sum dripping out from her pussy; and yet Wildvine didn't stop as he continued to pleasure the both of them for the next several minutes. Nefera came four more times, each bigger than the last, and still Wildvine kept going, stuffing more vines and roots into her holes whenever possible and tightening his vines as well until Nefera's breasts were a considerable lavender in color.

"Doesn't that hurt?" Gigi wondered, unconsciously holding her own breasts.

Nefera barely shook her head no before the dozens of tentacles plugged into her started going absolutely nuts, jolting and twisting at a rapid pace as Nefera shot upwards, nearly flying free of the tendrils before she was pulled back down to the bed; the roots slowly retreated from her body, carefully unwrapping themselves from her and pulling themselves out of her holes, covered in a thick, sticky, sap. The mummy coughed and hacked for a few seconds as excess sap came flowing out of her mouth and into her hands, her breaths ragged and slow; and yet, she was grinning like an idiot.

"Best experience a ghoul could ever have." she licked her lips.

"You flatter me." Wildvine grinned as the Omnitrix timed out and returned Ben to the world in a flash of green light; Nefera eagerly licked up all of the sweet, sticky sap before kissing Ben on the cheek and resting her head on his shoulder as Clawdeen climbed onto the bed and stalked across the sheets, digging her claws into the bedding; the werewolf wore a tight lavender corset-like bra that was barely concealing her breasts and a pair of black panties with lavender leggings to go along with it.

"Hands off, ghoul," Clawdeen bared her teeth. "You already had your turn. It's my turn to get screwed."

"You make it sound like it's a bad thing." Ben remarked.

"Never said it was," Clawdeen grinned sexily as Nefera slapped her ass on her way to join the other ghouls in waiting. "You just better hope your good." she added, licking her lips slightly. Ben relaxed and lay back as Clawdeen unceremoniously took his entire cock in her mouth, the sharp points of her fangs gently grazing the throbbing organ as she slowly began to bob her head up and down, giving Ben a mischievous look. She swirled her tongue in slow circle around his pulsing cock before she suddenly broke away.

"What's wrong?" Ben asked.

"Nothin'," Clawdeen shrugged. "I just thought that I should enjoy this as well." she replied. Having an idea at what she was talking about, Ben quickly took her lips in his and pulled her close, catching the werewolf off guard before she easily slipped back into the rhythm and wrapped her arms around his neck, pressing his face closer to her as their tongues battled for dominance, neither one giving into the other as Clawdeen ground her ass against Ben's throbbing member.

The werewolf moaned loudly, a low growl reverberating through her throat as she pushed Ben down onto the bed and rested on top of him, breaking away and rearing up long enough for the werewolf to undo the ties to her bra, slowly rocking from side to side as she waved her large breasts in Ben's face, a grin crossing her face when he saw his delighted expression. "You like 'em, don'tcha?" she smirked with her arms behind her head when Ben suddenly grabbed them in his hands and heavily groped them, gently pulling Clawdeen back down as he ran his tongue over her already hardened nipples, molesting one of her breasts and pinching the tight nipple as he licked the area between her breasts.

Clawdeen gasped with surprise as Ben pleasured her, her breathing becoming quick and ragged as her tongue lolled out of her mouth, a thin line of drool escaping her lips as Ben sucked on one of her rock hard nipples. Despite having pleasured all of the girls prior to her beyond their wildest dreams, she had still put him in doubt, only believing he would be able to pleasure her for a few minutes at most before he was done. Now, she was having second and maybe even third thoughts to this as Ben easily transitioned from her cleavage to her ass, rubbing large, soft circles into her flesh as he occasionally teased her with her own panties; as much as Clawdeen hated to admit it so soon, he knew how to drive a ghoul absolutely crazy.

"Screw it!" she suddenly cried. "You are too good at this!" Ben watched with a slight smirk as Clawdeen tore off her panties for him planted his throbbing dick inside of her without a second thought. What really drove him wild though was that she had skipped her dripping pussy altogether and jammed his thick member right up her ass, letting out a long, low howl as she felt Ben inside of her. It was only when Clawdeen began to bite Ben did he and the ghouls start to worry slightly; the werewolf's eyes were no long a deep hazel on gold, but now a blood red reduced to mere slights as her fangs and claws seemed to get longer and sharper as Clawdeen almost painfully slammed her ass down on Ben, driving his cock deeper and deeper into her with every thrust of her hips; the more sensitive of the ghouls flinched on every thrust, horrid images of Ben's manhood being driven up through Clawdeen's organs plaguing their mind as Clawdeen seemed to drive herself more and more insane.

"Is she okay?" Jane asked fearfully.

"I'm not so sure, luv," Robecca's copper eyebrows pinched together as her lips flipped down into a concerned frown. "I do believe she'd lost it."

"Should we do something?" Whisp wondered. "Because, just for the record, I'd like a turn too."

"I believe Ben has it under control." Jinafire reassured them as the rustling of sheets and covers caught the ghouls attention; Ben had gained the upper hand on Clawdeen and had managed to pin her to the bed, her blistering red asshole dripping with cum as Ben glared at her.

"Enough is enough," he snarled. "You've had your fun, now behave!" he snapped; Clawdeen's feral growling ceased immediately.

"I like a man who knows how to rein in his pack." she grinned.

"You mean . . ." Ben started before he groaned and slapped himself upside the head.

"Yup," Clawdeen's smile broadened. "I was playing the whole time."

"Geez, mate, didn't that shiver your timbers?" Vandala cocked an eyebrow.

"If you're asking if that hurt, then absolutely." Clawdeen confirmed, hissing painfully as she sat up. "Sphinx, I'm gonna be feelin' that for a while."

"Just for the record, it was not my fault in any way." Ben stated as Clawdeen dragged herself over to the others and lay down on the covers with her red ass in the air and her face stuffed into the covers. "Alright, who's my next victim?" Ben joked, wishing he could take the comment back when Jane fearfully hid behind Robecca until the robot explained the joke to her while Whisp eagerly bounced up onto the bed.

"I take it you're ne-" Ben never got to finish his sentence as Whisp smashed her lips into his his and thrust her tongue into his mouth, swirling it around with out shame as she grabbed his wrist in her hand and planted it right inside her bra while she reached for the Omnitrix with the other hand, turning the watch on and selecting a random alien before she pressed down on the activation button. His skinny figure suddenly swelled as hundreds of muscles piled on top of each other, sending his growing form upwards until he was more than twice as tall as his previous self. His fingers pulsed as thick veins appeared on his arms, sending alien blood through them. A second pair of eyes appeared above his own and every hair on his head disappeared. A short beard appeared on his chin that ran up to his disappearing earlobes as his jaw jutted out. Suddenly, a second pair of smaller arms burst out from under his own, still just fresh muscle and bone. Jane felt like she was going to be sick until rough, red, skin covered them. Ben's toes melded into two large claws as a row of small spikes appeared on his head and shoulders. A black undershirt with a green stripe down the middle as a pair of black pants appeared as two pairs of black fingerless gloves came out of nowhere on his large hands, finishing the transformation.

"This could be a problem." Gigi bit her lip nervously as she watched her sister literally drool over the massively muscled Tetramand underneath her; Whisp's entire frame easily fit onto his concrete abs as the bed bent slightly under Four Arms's weight.

"Not too sure about that, mate," Vandala grinned. "Whisp seems to like it."

Indeed, the ex-shadow genie seemed to be lusting for the Tetramand's dick as she sank her nails into the cloth of his tight, black pants and yanked them downwards to reveal a gigantic, thick, blood red dick that was as thick around as a PVC pipe and longer than a ruler. Maybe even two.

"I shudder to think what she would do if she picked a bigger alien." Jinafire shivered.

Whisp either ignored or didn't hear the ghouls talking as she wrapped the throbbing organ in both of her hands started to slide up and down its entire length. She surprised to say the least; the gigantic cock in her hands was as hard as concrete in her fingers, and even if she used both hands, they didn't even touch each other. She promptly stuck out her tongue and ran it up the entire length of the massive shaft, her heart racing as she came to the tip and swirled her tongue around in tight circles, drawing out a low moan from Four Arms as she wrapped her lips around the head and moved downwards, her mouth stretched to the limit before she even got one eighth of the way there, it was so thick and hard. Whisp didn't let this stop her as she merely snapped her fingers, her jaw suddenly unhinging like a snake's as she then took whatever else of the throbbing organ she could, reaching about halfway before she could go no further as she swirled her tongue around every available part and deep throated the massive cock in her hands as hard as she could.

After a few minutes of this, Whisp slid the gigantic dick out of her mouth, gasping for a little air as she undid her bra and tossed it over her shoulder before climbing onto Four Arms and kissing him on the cheek, giggling slightly when the Tetramand grabbed her thighs with his four, large hands and positioned her over his fully erect member, waiting for the signal. "Drop away, Ben! I can't wait any longer!" Whisp cried eagerly.

"You're sure?" Four Arms cocked an eyebrow. "Because, as a fair warning, this is probably going to _really_ hurt."

"Who cares!?" Whisp laughed. Four Arms shrugged his shoulders before letting Whisp drop down onto his massive cock; the following scream echoed throughout the entire house, all the windows shattering as car alarms beeped loudly outside, clouds of bats and birds flying free from the trees as werewolves howled in the distance; the ghouls all quickly covered their ears, Spectra being jolted awake before she clapped her hands over her pounding ear drums.

Whisp had rivers of tears streaming down her face as she was breathing heavily, her heart hammering in her chest and her pulse racing; Four Arms grabbed hold of her legs and made a move to pull her off, but Whisp stopped him with a quick gesture of her hand, beckoning the Tetramand to come closer. Four Arms did as he was told and bent himself forward, not even flinching when Whisp threw her arms around him, resting her head against his shoulder and sobbing slightly as the Tetramand held her. "Are you okay?" he asked after a while.

"Y-yeah," Whisp shuddered. "J-just hurts a l-l-little." she admitted before sliding down his large member a little an blinking through the tears that stained her eyes.

"Stop," Four Arms frowned, grabbing hold of her legs again. "You're hurting yourself."

"No, I'm not," Whisp argued, edging down his cock some more. "Now shut the Sphinx up and let me do this." Four Arms didn't dare argue as she took the whole thing within her, sliding down inch by inch until his entire dick was inside of her, a noticeable bulge in her gut area. After a few seconds of waiting, Whisp slowly began to move up and down in slow, but short movements so that it looked like she was shimming on his thick pole, her eyes already edging towards the back of her skull as she pumped her frail body up and down. After a while, Four Arms took over and grabbed her legs in his four, meaty hands once more, moving her up and down at a nice slow pace as Whisp moaned with pleasure and drooled slightly.

"Ugh . . . Whisp?" Four Arms grunted, gritting his teeth as if he were holding back. "I'm gonna-"

"Do it!" Whisp panted with pleasure. "Don't pull out!"

"But-" Four Arms started.

"DON'T!" Whisp moaned loudly, practically screaming again. Four Arms didn't argue again and pinned down Whisp to his cock as hard as he could just as he came quick and hard; the ghouls all braced themselves, shoving their fingers deep into her ears as Whisp went limp, her eyes rolling into the back of her head as her body jolted upwards, as thick and creamy cum shot up into her like a fire hose, never stopping and coming quick and fast as Whisp's belly started to blow up like a pufferfish until it looked like she had swallowed a casketball.

"You okay?" Four Arms asked as he pulled out of Whisp and hauled her up onto his lap, looking over the genie with concern.

"Mmmm. Never better." Whisp sighed happily, resting her head on his chest and wrapping her arms around him tightly. "Just imagine when we're married." she moaned; Four Arms immediately blanked at the sheer thought of not only be married to Whisp but at least a dozen more ghouls in the very possibly near future. Most men would have run away screaming at such a thought, not wanting to be tied down so quickly and to so many girls at the same time, but Ben was not most men. While the idea was a little uncomfortable with him for the moment, it wasn't something he was afraid of.

"Can't wait." Four Arms chuckled as Whisp crawled off of him and set her bare feet onto the floor, hauling herself up and resting a hand on her bloated belly.

"Doesn't that hurt?" Gigi wondered walked up to her sister and gently poking her expanded stomach.

"Not really." Whisp replied as Venus and Nefera came over for a closer examination. "Really it just feels weird." she smiled sleepily as Gigi rested a hand on her belly and carefully rubbed slow, smooth circles over her faded, pink skin; Whisp stiffened for a moment, moaning slightly as she took Gigi's head in her hands and kissed her gently on the cheek, hugging her sleepily as Gigi carefully applied pressure to her bloated belly.

What followed was something similar to a dozen water balloons filled with white paint exploding all over the place as Whisp suddenly exploded, white, hot cum pouring out of her wet pussy and all over Venus and Nefera, drenching them in the stuff when they were unable to move out of the way fast enough. Whisp was breathing heavily as the last bit of cum dripped out of her and to the floor as Nefera and Venus wiped the cum off their face, giving it cautious licks before taking to cleaning up Whisp, Venus sliding her long, whip-like tongue deep inside of her pussy and cleaning her from the inside out as Nefera lapped up whatever was left. While a tad uncomfortable with how the two ghouls were handling the situation, Gigi kept Whisp steady, easing her back onto the bed and letting her sister rest on her until Venus and Nefera were finally done.

It was then that Gigi realized that Whisp had fallen asleep on her.

"Gigi, you clever ghoul," Venus grinned, wiping her lips. "Never knew you had it in you."

"What?" Gigi wondered, absolutely confused.

"Try to move her." Venus suggested with a smirk that made the genie extremely uncomfortable. Gigi did as she was told and gently tried to move Whisp off of her, carefully lifting her head off of her shoulders and removing Whisp's arm from around her. Whisp mumbled something in her sleep, stirring slightly as she unconsciously wrapped her arms tighter around Gigi and held her tight, resting her head on Gigi's cleavage before falling still again.

"If it makes you feel better, royals often married their relatives," Nefera consoled Gigi as she wrung out her cum soaked hair. "They normally contracted genetic diseases, but seeing as you're both genies, I don't think you'll have that issue."

"I do not have a crush on my own sister!" Gigi hissed quietly.

"Are you sure? Because my second cousin and-" Nefera started before Four Arms threw her a warning look; the mummy decided to clam up then and merely settled for shrugging and giving Whisp a quick kiss on the forehead before climbing back onto the bed and back towards the others ghouls.

"I think she's mistaken you for someone else." Venus whispered.

"Who?" Gigi asked, wincing slightly as Whisp buried her face deeper into her breasts.

"Me? Jane?" Venus shrugged. "I dunno. All I can say is that we had a few wild nights in the future once we convinced Jane to join us."

"Well how do I get her off of me?" Gigi asked; Whisp was slowly groping her breasts in her sleep and as much as Gigi hated to admit it, she was starting to become aroused as her own sister pleasured her.

"I think I got it covered." Four Arms grunted as he shifted himself closer and grabbed hold of Whisp in two of his meaty hands before slowly and carefully prying Whisp's arms off of Gigi with the other two as the Tetramand pulled the sleeping genie close into his chest. Whisp quickly curled up into a fetal position, nestling her head into the Tetramand's soft yet incredibly firm muscles as Four Arms moved her to the other side of the bed and set her down in the middle of the waiting ghouls; immediately she started to stir like a baby who had had their favorite blanket or stuffed animal taken away from them in their sleep before she latched onto the first ghoul within range of her grasping fingers, which just happened to be Nefera, and clung on as tightly as she could without waking up once. Nefera didn't dare move as Whisp made herself more comfortable on the mummy's smooth belly and large breasts.

"I was getting kinda tired anyway." Nefera sighed as Spectra pulled the sheets up around the three of them and promptly fell back asleep, still worn out from her early experience with Ben.

"Who's next?" Four Arms asked as the Omnitrix timed out and reverted the Tetramand back into Ben with a flash of bright green light. Gigi shivered for a few minutes before crawling close to Ben, moving slow and cautiously as if she expected Ben to suddenly attack her and tear her to pieces; Ben remained placid and merely reclined back onto the bed with a slightly confused look on his face.

"You sure about this Gigi?" he asked as the genie crawled up beside him. "Because, to be honest, you were the last ghoul I pictured to be in this sort of situation with me."

"Y-yes." Gigi nodded jitterly. "It's just that . . . that . . . that . . ." Gigi choked up, her cheeks turning a bright red. "Oh, ghoul this is hard to say." she cursed under her breath.

"Gigi, do you like me?" Ben asked after a few awkward moments.

"What? No! I don't- what I mean is . . . I-I-I-" Gigi stammered, fumbling over her words until Ben suddenly leaned forward and kissed her lightly on the cheek, giving her a light hug and gently pulling her into his strong embrace.

"T-thanks." Gigi shivered once she was in Ben's arms, resting her head in the crook of his neck as she wrapped an arm protectively across his chest. "I needed that."

"Any time," Ben gave a small smile, resting a hand on her head and running his fingers through her pink locks. "Ready whenever you are."

"To be honest, this is my first time," Gigi bit her lip. "I haven't had much experience, considering I've been trapped in a lamp for a thousand years. Unless you count the couple occasions Whisp drank a little too much wine . . ."

"I'm not sure if I should know about that." Ben murmured. "But I'll start us off." he added, lifting up Gigi's head to face him as he bent his head down to lightly kiss her sweet lips, waiting patiently as Gigi rose up and threw her arms around his neck, sliding her body against his. She moaned slightly as she traced her tongue against Ben's lips, tasting the different flavors of the other ghoul's lip stick as she rubbed her damp slit against Ben's hard dick; Gigi was wearing gold braces on her arms and wrists with fishnetted, fingerless gloves and a lose, skimpy bra that was bright pink on one half and light blue on the other with a dark, black thong around her hips. What really turned Ben on at the moment was the dark pink scorpion tattoo on Gigi's alluring breasts.

Gigi gave a muffled yelp of surprise when she felt Ben's fingers smoothly run up her arm before jumping across to her left breast slowly molest her gently, a sleepy moan escaping from Gigi as she went slightly limp in Ben's hands, letting him guide her down to the bed where he rested her head on a pillow and lay on top of her, slowly breaking away from her and lightly kissing her neck all the way down to her cleavage, gently kissing her average sized breasts as Gigi shivered with pleasure. She remained in this state of unknown pleasure as Ben undid her skimpy bra and slid off over her head, kissing her once more as he squeezed her right breast nice and tight, an even louder moan drawing out over Gigi's lips. She was in heaven as Ben gently bit down on one of her breasts, lightly digging his teeth into her flesh before he suddenly viciously attacked her rock hard nipple, slathering it in his tongue before sucking on it; Gigi responded by digging her fingers into his scalp and smashing his face into her boob, moaning louder and louder as Ben was forced to bite down harder and harder on the tail of the scorpion tattoo that curled around her breast.

"I . . . I . . . oh, ghoul . . ." Gigi panted as Ben licked the area between her cleavage and traced his tongue down her smooth belly, rubbing his hands up and down her sides as he slowly slid her thong off of her, not even bothering to slip it off both of her legs before Gigi grabbed his head againa and shoved his face into her wet snatch, moaning louder than ever as Ben's tongue slipped out from his mouth and into her wet snatch. He slid his tongue up the entire, pink slit, driving his tongue deep inside of Gigi as he placed his hands on her thighs and pushed her legs apart, allowing a bigger entrance he quickly wiggled his tongue back and forth like it a rattle; Gigi's breath caught in her throat as she shoved Ben's head deeper into her, wanting for him to stop torturing her while wishing this sensation would never stop at the same time. It was driving her to the brink insanity as Ben darted his tongue in and out of her like he was a snake before he quickly swirled his tongue around in a tight circle and sucked up the last of her juices before driving two of his fingers into her, drawing a sudden gasp from Gigi as he slowly fingered her, moving his fingers in and out of her at a slow pace as Gigi grabbed his head into her hands and smashed her lips to his, thrusting her tongue deep into his mouth as Ben shoved his entire hand into her wet snatch, nearly making Gigi faint before he slowly slid it out, a small smile on his face as he looked at Gigi's expression.

"Ready?" Ben asked.

"Aaah . . . f-fu . . . ahhhh!" Gigi moaned loudly, begging for Ben to enter her once more and make her a woman for good.

"If you say so, G," Ben smiled, slithering his hands around her back and pulling her close, his throbbing dick at the entrance of her soaked pussy. "It might hurt though."

"FUCK!" Gigi swore loudly as she yanked Ben's hair, his lower half shooting deep into her on reflex. Once he got over the dull pain in his head, Ben swore Gigi had died just in front of him, she wasn't moving. Her eyes were blank and empty as her chest thankfully pumped up and down as Ben slowly pushed deeper and deeper into her, wondering just how far it was until he hit her barrier when he finally came across it.

"This is it, Gigi." Ben warned her. "You can back out anytime you want to."

"FUCK!" Gigi cried even louder than before; Ben wasn't quite sure what was going on with her at the moment as he shrugged and rammed his mandhood right through the barrier as Gigi screamed like a banshee. Clawdeen howled, clutching her sensitive ears with her claws as tears streamed from Gigi's eyes, deep breaths rattling her body as she got use to the dull pain between her legs; neither Spectra, Nefera, or Whisp had even stirred as Gigi slowly began to move herself up and down at a nice, steady pace, hugging Ben tightly as she rested her head on his chest as Ben gently shoved his cock in and out of her while holding her close. To him, she was fragile and fickle sort of thing that could either be your greatest treasure or your worst trash. To him, she was priceless, a diamond in the rough in his hands that he had to protect at all costs.

Gigi was beyond heaven right now. She doubted there was some place better than heaven, but if there was, she had found it. Maybe it was just the fact that this was her first time having sex with anyone. Maybe it was the fact that she was nice and warm with the people she held dearly all around her. But it was mostly likely due to the fact that Ben had made this all possible not because he wanted to, but because _she_ wanted to. He had been delicate with her as she had requested and had done nothing but please her he ran his thick cock in and out of her fragile pussy, her levels of pleasure spiking every time he hit the end of her passage.

"I love you, Ben." she moaned lustfully.

"I love you, too." Ben moaned, taking her lips in his once more. Neither of them even noticed when the other came at the same time, Ben shooting his load deep inside of Gigi as she came all over his member, falling limp in his arms, completely drained of all energy; Ben didn't mind though as he slid his member out of her and kissed her forehead as Frankie and and Clawdeen took her over to them. Ben barely had any time to react when he saw suddenly tackled from behind, a long, slender tail wrapping around his chest as a long, pointed tongue slithered around his neck and collarbone area.

"So soon, Lilith?" Ben asked without even looking behind him; and from the feeling he was getting in his back, and the continuous squishing sound, the girl-turned-monster hadn't even bothered to wear anything like the other ghouls. Then again, she most likely couldn't considering she was still living off of the old clothes Ben's ghouls had given her, none of which included any panties or bras. Not that Ben minded at this point.

"Thrill me, Hot Stuff." Lilith grinned before quickly kissing him on the cheek and swooping down towards his limp dick, swallowing the whole thing without trouble as she licked both his seed and Gigi's juices off of it without any qualms and quickly started to deep throat it easily, a noticeable bulge in her throat as she swallow his dick.

"Geez, she must've been hankerin' fer him fer a while." Vandala mused.

"She does seem to be enjoying herself." Jinaifre noted. "I wonder what she will have Ben do to her."

Jinafire didn't have to wait much longer to find out what before Ben suddenly came, shooting his load into Lilith's mouth; she swallowed it easily, licking her lips and purring as she pushed Ben down onto the bed and mounted him, stuffing his thick cock deep into her and moaning loudly as she swung her hips back and forth, grinding her ass into him and screaming with pleasure when his cock rubbed against just the right spot, eliciting sweet, pussy juices from Lilith as she quickly came and withdrew from him. Before Ben even knew what she was doing, Lilith crawled over to Ben's head and set herself down on his face so that his mouth was positioned directly beneath her pussy; Ben took the hint and began to licking, lapping up all of Lilith's juices and driving her tongue deep into her as Lilith bit her tail to keep her voice down while she molested one of her breasts with one hand and massaged her juicy ass with the other, driving two fingers into her asshole without qualm.

"Is she okay?" Jane asked fearfully.

"Fine, luv," Robecca shrugged it off. "I think she's just been a little deprived is all."

"A-are you sure? No one else was like this." Jane noted.

"I don't know what she's thinking, luv," Robecca sighed. "I think she's still getting use to the fact that she's a monster. According to Ben, the transformation is supposed to last a week, two in Van Hellscream's case, but I'm not sure she even cares anymore. For all we know, she could want to be a monster forever."

"Is that bad?" Jane asked.

Robecca shrugged again. "I'm not too sure, luv. Why don't you just play with me until it's our turn, hmm? How's that sound?"

Jane blushed a furious red, half wishing she could just hide inside the T-shirt that hung over her entire body like a poncho; the changes quickly began as she suddenly began to shrink, her bones cracking and grinding against one another as her skin became lose like a paper bag that hung over her skeleton. With a loud _snap!_ the skin came back into place, only now it was more pebbly in texture and mottled lavender with dark purple blotches. Her face pushed outwards as her jaws lengthened and her teeth became tiny and dagger-like, her eyes widening as they rotated to clear opposite sides of her head and turned a golden yellow. Every last strand of hair vanished as it was sucked into her body and her fingernails extended into dark, curved claws. A long, reptilian tail whipped out from the base of her spine as her knees rolled up her legs and her ankles bent in two, creating another joint as her toes grew longer and tipped with claws.

Robecca wasn't fazed in the slightest as she picked up the T-shirt and wadded it up before delicately picking up the little lizard in her bronze fingers and brought it up to her face, holding the small reptile firmly as it wriggled around in her grip, incredibly frightened and scared; Robecca kept her fingers firm and lightly kissed the lizard on the head, setting it down on her lap as the reptile suddenly trembled and shook before changing back into Jane in a whirl of purple.

"C'mon, luv," Robecca soothed the jittery jungle girl. "You need to relax a little."

"S-sorry." Jane apologized. "I-it's just that I d-don't deserve someone as pretty as you."

"Stop that," Robecca scolded her, sitting her up on her lap. "I don't want to hear anymore of this bloody nonsense about you not be worthy or anything. I don't care what everyone else thinks, but I love you, Venus loves you, Ben loves, Sphinx, even _Whisp_ might have a thing for ya."

"But . . ." Jane trailed off, gesturing to her completely bare body; she yelped and quickly grabbed the T-shirt and slipped it back over her body, hugging herself. "I'm not . . ."

"As busty as the others?" Robecca supplemented the words.

"If you must be crude." Jane sighed.

"Look, mate, Ben picked you for reason over tons of other ghouls that have been fawning all over him," Robecca started. "Sure, having a ghoul with large breasts or a big ass might have its perks, but Ben didn't pick you for those. He didn't pick you for your shape-shifting ability. Sphinx, he didn't even pick you because he felt sorry for you. He picked you, took you in, because he loves you dearly and won't let any harm come to you. If that means he has to give up on large breasts, big asses, or even slug anyone who disagrees, then so be it. He won't throw you away like yesterday's trash, and neither will we."

Jane processed this bit of information, ignoring Lilith's loud moans as Ben turned her over into a missionary position, ramming his thick rod into her ass as she had requested; Jane was still unsure of whether everything Robecca had said. After all, she had no idea how monster teenagers behaved, and this bothered her incredibly. At least with animals, you had an idea at what their standard behavior would be, whether they would be mischievous or elusive, curious or easily angered; teenagers didn't seem to have any standard set of behaviors that she could depend on, always different each day.

"Sorry." Jane apologized.

"You really need to stop apologizing, luv." Robecca gave a smile, kissing Jane on the cheek and pulling her into a hug. "And while we're at it, we should get you some underwear."

"I had some," Jane insisted. "But they disappeared yesterday."

"That means either Heath, Invisibilly, or Porter was here." Robecca mused.

"Why suspect all the guys?" Jane asked.

"I'm not saying they're the only suspects," Robecca shrugged. "For all we know, Whisp could be the culprit. And now that I say that out loud, she probably is responsible." she admitted as Lilith forced Ben's face into her cleavage.

"She must be really enjoying herself." Jinafire noted.

"I still don't get why you wanted a piece of Frankie's ass, mate." Vandala wondered to Jane.

"I . . . couldn't help myself," Jane admitted. "It was just so huge and beautiful!"

"Aw, thanks." Frankie smiled from the bed. "But I think I'll stick to guys, Jane."

"Understood." the jungle girl shrugged as Lilith moaned for the final time and forcefully kissed Ben again, sliding her long tongue into his mouth and down his throat with ease as she fingered her ass one last time before she actually jammed her entire hand inside of her and had to have Clawdeen and Venus pull her off of Ben before she overstayed her turn.

"Aww!" Lilith pouted.

"If you want, I can finish you off." Venus offered, sliding her long, whip-like tongue out of her mouth to lick her lips.

"Please do." Lilith grinned sexily, lying down on the bed as Venus set to work.

"I swear, she's more of a sex monster than a Jersey Devil." Ben muttered as Whisp shifted her sleep and absentmindedly groped Nefera's breast heavily.

"The thought is not unlikely," Jinafire admitted as she crawled onto the bed and to Ben's side. "Now it is my turn."

"Do what ya like," Ben shrugged. "But you might wanna chose an alien, because I don't think it's gonna be ready for a while." Ben pointed towards his limp dick.

"Very well," said Jinafire. "Any suggestions?"

"Not really. It's your choice." Ben said as Jinafire nodded and took hold of his left wrist, turning the Omnitrix on and cycling through the roster for a little bit before she came across a suitable transformation and slapped the activation button. His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, causing Spectra to yelp in surprise. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance. His toes melted into two digits that resembled claws as his eyes turned bright yellow.

"Why is that all my original aliens seem to be getting all the action?" Heatblast wondered as Jinafire fearlessly let her body rest against his magma rock skin, not fazed in the slightest as flames danced around the Pyronite's head and threatened to set fire to anything within range that he couldn't concentrate on not burning. Regardless, Jinafire took his rocky cock in her hands, curling her fingers around the thick rod as she moved her hand up and down in a pumping motion as she wrapped her tail around the Pyronite and let her long, reptilian tongue slither out past her lips and lick Heatblast's cheek and face.

"You sure you haven't done this before?" the Pyronite rasped, closing his eyes as Jinafire twisted his dick around a little, massaging the rough, hard rocks that covered his thick cock.

"I assure you I have not." Jinafire smiled as she lightly kissed Heatblast's cheek, a trail of steam rising from his face as the moisture instantly evaporated.

"Sure you haven't." Heatblast moaned sarcastically. "And I didn't just change into a living fireplace."

"As you Scarmericans would say, 'Whatever'." Jinafire smiled before she pushed Ben down to the bed and climbed on top of him with her ass in his face as she placed her lips over the tip of his cock and wrapped her long tongue around it, slithering it up and down in a corkscrew fashion as she slipped it inside of her mouth; she could feel shivers traveling up her spine as Heatblast played with her ass cheeks, rubbing large, slow circles into her flesh as he pushed aside her gold panties and darted his fiery tongue inside of her, eliciting a low moan from the dragon as she worked; Lilith's screams of pleasure got louder and louder as Venus slithered her long tongue deep inside of her pussy before jamming it up her asshole without fear.

"Voltage, you're good." Heatblast moaned into Jinafire's slit.

"You as well." Jinafire groaned as she gave Heatblast's cock one last lick before climbing up and turning around to face the Pyronite as she lowered herself down to his glowing member. "Now let us make sure you are still worthy to be my lover." she smiled sexily as she undid her bra and lowered herself even further until Heatblast's pulsing organ was inside of her. During the entire time, she didn't say a word or make a sound, not even when she forced his dick through her barrier, the only sign of pain that let show through being a slight shudder.

"You are quite large." Jinafire noted.

"So I've been told." Heatblast grinned as Jinafire began to slowly move up and down on him, twisting her hips around and around in a circle to increase the pleasure for the both of them. She ground her ass against him, her thick scales acting like armor to protect herself from the blazing flames. Jinafire groaned as she pumped herself up and down on Heatblast's thick member, molesting her breasts as she slithered her long tongue out past her lips to caress her hardening nipples. Her tail winding itself around Heatblast's strong chest and constricting itself as she pleasured herself.

Lilith could not believe any monster could have such a long, strong tongue at their beck and call as Venus skillfully rammed and twisted her tongue inside of Lilith's ass, making the Jersey Devil jolt with every thrust. _Ghoul, she must be able to pleasure herself for hours on end,_ Lilith thought as Venus rotated her body to rest on top of Lilith's without removing her tongue, so that her own, dripping pussy was resting right in front of Lilith's face, waiting to be played with; this brought back some disturbing memories to Lilith, of how Venus had forced her to pleasure her after finding Lilith in their bed when Ben brought her home. A shiver passed up her spine, and not just because Venus had taken to driving two of her fingers into Lilith's pussy.

 _Come on Lilith, you're a Van Hellscream!_ she berated herself. _No, you're better than that. You're not a Van Hellscream, you're a . . . a . . . a **monster**. _ And the funny thing was that she didn't feel the slightest bit disgusted in this fact as she fearlessly let her own long, whip-like tail snake out past her lips and trace itself over the little fangs that dotted the front folds of Venus's pussy, eliciting a muffled moan form the plant monster as Lilith then drove her long tongue deep inside of Venus, powering up and through her folds with ease as she fondled with her ass, the tips of her claws just barely touching her asshole. She would have gone further had Venus not given a sudden yelp and rolled out of the way, taking Lilith with her as a jet of flame shot through the spot where they had been moments before and exploded into the wall behind them, leaving a large scorch mark.

"That was close." Venus breathed with relief, wiping her lips before she realized where she and Lilith were. During their quick escapade, Venus had inadvertently fallen on top of Lilith, both of their long tongues being torn out of each other's holes when they had somehow managed to flip over and land face to face, their breasts mashed together.

"Uh . . ." Lilith gulped nervously, not sure if this was her fault or not.

"Welcome to the family, Lilith." Venus grinned sexily before suddenly smashing her lips to Lilith's and driving her long, snake-like tongue down her throat, savoring the taste of her lip stick mixing with the remnants of Lilith's juices on her tongue.

Lilith was both in a state of shock and pleasure as Venus feverishly kissed her, taking her head into her hands as she ground her chest to her own and rubbed their pussies together. Just days ago, this girl could not stand the sight of her and had sent her through an extremely uncomfortable trial before developing a mutual respect for her. Now, she couldn't seem to keep her hands off of her, making out with Lilith as if she were Robecca or Jane; not that she wasn't enjoying herself. She still aroused to an extreme measure, and Venus was more than willingly to help her quell it. So it came as qutie a surprise to Lilith when she found herself sobbing a few tears of joy as she deeply returned the kiss, throwing her arms over Venus's neck and sliding her own tongue past Venus's fangs without incident.

"Glad that issues been solved." Robecca smiled as Jinafire finished off, giving a loud hiss as she finally came and climbed off of Heatblast to give him one last kiss as the Omnitrix timed out and returned Ben to the world; Vandala floated down from the ceiling, unbuttoning her captain's jacket to reveal that she hadn't bothered to wear a single thing like Jane had been unfortunate enough to.

"Came prepared I see." Ben grinned.

"Aye, matey!" Vandala laughed as she cast the coat aside and came to rest on her knees in front of Ben. "Now lets see if ya can shiver me timbers!"

"Again with the pirate thing, huh?" Ben smiled.

"Aye, me hearty! As of now, I am yer personal wench." Vandala smiled as she bent down and tentatively licked the tip of Ben's hardening dick, becoming more and more confident in her work until she took the entire thing in her mouth, sliding her lips up and down over his pulsing member; in a way, it wasn't that different than the time she and her crew had encountered a Kraken in the Scaribbean during one of her few trips to the Monster World before she had ever met Ben; long story short, her crew had been scattered into their basic parts and the Salty Spectre had been trashed almost beyond compare. What made things worse though, was that Vandala had soon quickly become a victim of the Kraken's tentacles, being forced to suck on them as well as have them stuffed into her holes before Aye had managed to talk some since into what actually happened to be his distantly related cousin and get him to release her.

She ignored this fact however and kept the act up, swirling her tongue around and around as she slowly slipped two of her fingers into her slit, fingering herself and moaning softly as she did, not even flinching once when Ben grabbed her head and forced it all the way down on his dick, Vandala nearly gagging with surprise before throwing Ben a slightly confused look; she shrugged and gave his cock one last suck before sliding her head off, quickly twisting her tongue around the tip before departing all the way.

"Ready, ye scallywag?" she grinned.

"Arrrrrrr!" Ben laughed.

"Spoken like a true pirate, mate!" Vandala smiled. "Now show me how ye treat yer booty!" she commanded as she scooted towards him and kissed him on the cheek before Ben took advantage of the fact that she was waving her shimmering, blue breasts in his face and took them both in his hands, molesting each of them separately as he swirled his tongue in the area between them and sucked on her diamond hard nipples, eliciting a deep moan that sounded like the roar of the ocean from Vandala as she dug her fingers into Ben's scalp and shoved his head deeper into her cleavage; before Ben knew what was happening, Vandala had mounted him and stabbed his manhood deep inside of her, moaning all the louder as she felt his thick member inside of her. That was when she realized that it felt bigger than it should have.

"I'm inside your ass, aren't I?" Ben asked, his voice muffled in her cleavage.

"It would seem so, mate." Vandala agreed.

"You wanna stop?"

"Fuck no!" Vandala laughed as she furiously pumped herself up and down on Ben's cock, her breasts flopping up and down in Ben's face as he sucked on them one last time before moving his hands down to her ass, gripping it tightly with his fingers and rubbing large, slow circles into her flesh. Vandala moaned and groaned as he pleasured her, ramming and shoving his member inside of her without mercy.

"Kiss me, you more than seaworthy brine!" Vadnala cried furiously, grabbing Ben's face in her hands and smashing her lips into his his, driving her tongue past his lips and over his teeth. Ben returned the favor, digging his fingers into her long locks and shoving his own tongue into her mouth, moans escaping the both of them as they fought for dominance while Ben continued to ram and batter Vandala's ass until a familiar feeling ebbed through his body and Vandala suddenly jolted as they both came at the same time, Vandala breathing hard as she rested against his frame and kissed his neck.

"You're good." Vandala sighed happily, kissing Ben on the cheek again. "Anytime ya want a crack at me ship, ye just lemme know, alright mate?"

"I just might take you up on that offer." Ben smiled as Vandala climbed off of him and took hold his cock in one hand, cum dripping over her fingers as she then stuffed it inside of her dripping pussy and sighed happily, resting back against Ben.

"What was that about?" Ben asked.

"I know yer probably gonna wish this kinda stuff wouldn't occur just yet, mate," Vandala smiled. "But I guess I've always wanted a little cabin boy or girl to call me own. Even if I am just sixteen."

"You'll have to wait a little while," Ben told her with a smile. "But I'm sure I can make that happen." he added, kissing Vandala on the forehead as she slid off of him and rested on the bed next to Gigi.

"Got enough left in the tank for us, luv?" Robecca smiled as she climbed onto the bed and gestured for Jane to follow her; the jungle girl did so cautiously, creeping across the sheets with her head bowed low to the bed and her ass in the air as her T-shirt slipped off enough to expose her lower half; she didn't dare look Ben in the eyes as she came to a stop at his feet.

"Is this normal for her?" Ben whispered to Robecca.

"I'm not too sure, luv." Robecca replied.

"Customary harem behavior," Jane muffled into the sheets. "The lowest members of the harem never look at the Alpha, never talk to the Alpha, and never respond to the Alpha unless spoken to."

"But you just spoke right now." Ben pointed out.

Jane froze for a second before realizing that she had indeed just violated her own rules. She then quickly started to apologize profusely and beg and plead as loud as she could, backing away from Ben and Robecca with fear as the ghouls that were still awake watched with concern and pity on their faces.

Ben sighed. "Jane. Come here." he said with a commanding tone.

Jane gulped, but did as she was told, creeping forward with shaky hands, her head pressed into the sheets as she approached him and Robecca.

"Look at me."

Jane gulped again and started to tremble as she slowly raised her head to look at him, expecting a burning rage to be held in his poisonous green eyes, his fingers on the Omnitrix to turn him into something so that he could discipline her in front of all the others and utterly humiliate her.

But she didn't see any of this. His hand wasn't anywhere near the Omnitrix, and he didn't look upon her with anger or disgust. Rather, he looked at her with a mixture of pity and warmth, a kind smile on his face as he beckoned her closer, a look that said he wouldn't hurt her in anyway; a quick glance at Robecca reassured, but did not confirm this.

"Y-yes, Alpha?" she asked in a shaky voice.

Ben rolled his eyes. "First off, don't call me that." he started, speaking quickly before she could start to apologize again. "Second, I am not mad at you in anyway."

"B-but-"

"No buts," Ben interrupted. "I want you to get it through your head that I am not here to hurt you or make your life miserable. I did not ask you to become a part of my harem because I just wanted it to be a one night stand. I asked you because I love you and I want to protect you. I want to be with you not because you'd give me a night to remember, but because I want to remember numerous nights with you. We all care for you and would do anything for you." Ben went on, gesturing to the ghouls and casting Lilitha and Venus an irked look as they continued to make out on the floor.

"Okay, most of us would do anything for you." he corrected himself. "But my point is that we all care and love you, Jane. So what if you were raised in a jungle, thousands of miles away from modern civilization? That's what we love about you. And we will never stop loving you." he said firmly, leaning forward and grabbing her by the wrists to bring his face up to his. "I want you to remember all that." he said in a more quiet voice.

"Y-yes . . . Ben." Jane hesitated for a second.

"It's a start." Ben sighed with a smile. "Now who wants to go first?" he asked.

"It's up to Jane, really." Robecca shrugged. "I promised we'd go together."

"Robecca can go first." Jane mumbled quietly, backing away slightly; Ben kept his grip firm, but not too tight so that it might be painful.

"Actually, I think you and Robecca should work on each other first," Ben suggested. "I'm a little worn out."

Jane flushed a deep red as Robecca turned to her with a smile on her lips as she rested a hand on Jane's. "I'm all yours, luv." she smiled. Jane gulped but agreed nonetheless as Robecca suddenly struck out with her arms and pulled Jane into a hug, fully aware that Jane's face was smashed right into her metal breasts; it still came as a surprise though when she felt something wet against her bronze skin and looked down to see a small splash of red dripping from Jane's nose.

"Aw, am I really that attractive?" Robecca smiled.

"S-sorry I . . . b-bled all over you." Jane stammered.

"No need, luv," Robecca's smile turned mischievous as she reached behind her back. "I didn't need this anyways." she grinned as she quickly undid her bra and cast it over her shoulder, her smile broadening when Jane had to quickly bring her hands up to her face to try and conceal the amount of blood that was dripping from her nose. "Don't feel bad, luv. Here, want a crack at 'em?" she asked.

"C-can I?" Jane asked with wide eyes.

"Of course, luv." Robecca grinned, pulling Jane back into a hug. "C'mon now, don't be shy."

Jane swore she had lost half of her blood through her nose now that her face was sandwiched right between Robecca's metal breasts. They truly were a thing of beauty, two completely smooth domes that looked so realistic and perfect, they seemed unreal. Jane was astounded that they were so firm and tough, so smooth and cold against her skin; and it wasn't just her breasts that fascinated Jane. Every part of Robecca seemed to be perfect, completely devoid of any flaw from her dark, hazel eyes and smooth blue and black locks to her rounded ass and delicate, metal fingers; indeed, Hexiciah must have spent months if not years perfecting every part of Robecca until she was a thing of beauty that was beyond compare.

Cautiously, Jane touched one of them with her shaking fingers, amazed at how smooth they were as she traced a circle on Robecca's bronze skin with a fingernail, carefully reaching for the other one with her hand and setting her fingertips on it. She looked up at Robecca with wide eyes when the robot took hold of her hand and pressed the entire surface area of it onto her breast, a kind smile on her face as she kissed Jane's forward. Now that she knew Robecca was okay with it, Jane grew more and more brave as she cupped Robecca's breasts in her hands, sliding his fingers across her flawless, metal skin; not a dent in place as she cautiously licked the surface with her tongue, surprised it didn't have the nasty, metallic taste she pictured it to be. Rather, it tasted of ginger with a lemony taste that probably belonged to a shiner of sorts, but Jane didn't mind this as she hungrily ran her tongue over and all around Robecca's breasts, a low moan escaping the jungle girl when she felt Robecca's slid themselves over her arms.

Robecca had to admit that she was really enjoying herself as Jane become more and more confident in herself and used that talent to pleasure Robecca. Needless to say, Robecca felt that she owed the small girl in front of her an equal payment as she ran her hands up and down her back in a soothing manner, reaching up under the large T-shirt and rubbing a wide, slow circle on Jane's belly, drawing out a low moan of pleasance from Jane as she moved her hand up some more and grabbed hold of Jane's small breast, surprised when she found that she could almost hold the entire thing in her hand; no wonder the jungle girl had low self esteem with more than few busty girls in the room. Biting her lip as Jane started to suck on one of her nipples, she carefully groped Jane's breast in her hand, holding the jungle girl close and pressing her face deeper into her cleavage; Jane moaned with happiness as Robecca took the opportunity to slip the T-shirt off of Jane and throw it to the floor, leaving the jungle girl stark naked.

"Just keep going, luv. Do what you want." Robecca encouraged her as she moved one of her hands off of Jane's breasts and suddenly slammed Jane's ass, a smile coming to er lips when she felt the shape-shifter jolt and get warmer against her.

"T-thank you." Jane stammered.

"For what?" Robecca asked curiously.

"For loving me." Jane gave a broad smile as her eyes started to water. "No one since my parents has ever showed me such kindness."

"What am I, chopped liver?" Ben piped up.

"As I recall, you nearly broke any chance of her having a social life in but the first few sentences you spoke with one another." Robecca smirked.

"That was Rath!" Ben argued, fuming until he saw Robecca take Jane's face in her hands and kiss her full on the lips, wrapping her legs around the shape-shifter as she undid her panties with one fluid motion of her hand. Jane had frozen like a deer in headlights, barely even registering the world around her as Robecca moved her into a scissor position and ground her bronze slit against Jane's, kissing Jane once more as she hugged the jungle girl to her body. It was a full three minutes before Jane even started moving again, swiftly driving her tongue into Robecca's mouth like a starving animal and moaning loudly and hugging her tightly as if afraid this wonderful dream would suddenly be ripped away from her.

"I love you, Robecca." Jane whispered, throwing herself onto the metal girl so that they fell back onto the bed; while Robecca was momentarily stunned, Jane broke away from her and shifted down to her pussy, pushing her legs apart with her hands and darting her tongue past the synthetic folds and into her artificial passage, amazed that the inside was so smooth and soft at the same time. She felt Robecca's fingers press into her scalp as she shoved Jane's face deeper inside of her, moaning louder and louder as steam poured out from her ears.

"I love you too, luv! Don't stop!" Robecca moaned.

Ben was so busy watching that he didn't notice that Venus had finally managed to tear herself away from Lilith and sneak up behind him, forcefully grabbing his diamond hard dick in her fingers and pushing him across the bed towards Jane's exposed ass; the jungle girl was completely unaware as Venus clapped a hand over Ben's mouth and directed his dick inside of Jane's dripping pussy, suddenly giving Ben a quick shove that sent him crashing into Jane; the jungle girl screamed in agony as her barrier was broken, tears falling from her eyes as she gritted her teeth and tried to see through the pain.

"Jane! Come on, speak to me!" she heard Ben cry.

"Oh, come on! It wasn't that bad!" she heard Venus exclaim; so she was behind this.

Jane blinked her blurry eyes and climbed onto her hands and knees, wiping the tears from her eyes to see Robecca watching her with concern. She glanced behind her to see Venus wisely cowering behind Frankie and Clawdeen as Ben bent his body back as far as he could, his eyes crossing each other as they looked at the razor sharp quills that had sprouted from Jane's back and were just barely touching his nose; Jane sniffed and focused her mind, retracting the porcupine quills into her back as Ben breathed a sigh of relief and relaxed before speaking.

"I can pull out if you want." he offered. Jane rotated her head downwards to see that Ben's dick was soundly buried in the folds of her pussy, driven in all the way as what looked like blood started to seep out.

"N-no, no. I-it's your birthday. Do what you want with me." Jane managed to say, resisting the urge to moan at having something so big inside of her.

"What I want is to do what you want." Ben replied firmly.

"T-then g-go ahead," Jane bit her lip. "FUCK!" she cried loudly.

"You sure you're okay?" Ben asked with uncertainty. "Because that was the first time you actually ever swore."

"First time, luv," Robecca explained. "She's just a little out of it." she went on, climbing to her knees and scooting over to Jane's face so that her metal slit was in Jane's face; the jungle girl wasted no time in getting back to work as she dipped her tongue back into Robecca's folds as Ben shrugged and carefully pulled out a little ways before pushing back in at a slow pace, being careful to not be too rough as he adjusted Jane into a doggy style; she moaned as she felt Ben edge himself deeper into her and felt his hands firmly grim her small ass, giving it a light slap before thrusting even deeper into her. Robecca leaned forward and took Ben's lips in hers, sliding her tongue past his lips as she molested one of her breasts and felt Jane bury her face into her pussy.

The three of them were so engrossed each other, they didn't notice Venus sneaking up behind Ben and lightly touching the Omnitrix, turning it on and cycling through the transformations before coming across the one she wanted; if anyone asked, she was only trying to make Jane's first experience as amazing as it could be as she pressed down on the activation button and jumped back to see how things would work out.

"You're sure that was a wise idea?" Lilith whispered.

"Probably not," Venus admitted. "But I can't wait to see how this unfolds."

"You're starting to sound like Toralei." Clawdeen warned her. Deep orange fur sprouted all over his body, as if a bomb filled with hair suddenly exploded inside of him. His lower jaw jutted out as his teeth became sharp and menacing. The wave of fur raced over his face, covering his eyes as they suddenly vanished all together. He could feel his ears disappearing as what felt like gills take their place. In actuality, they were sensitive ears able to pick up the tiniest of sounds. His shoulders and arms swelled as his dull nails became sharp claws. His legs twisted and formed into the hind legs of that of a dog as a thick green color appeared around his neck, the Omnitrix symbol in the middle.

Jane suddenly screamed as sharp claws dug into her flesh and an almost unbearable weight rested itself on her as the thick rod inside of her swelled to nearly twice its size. She rolled her eyes skywards to see Robecca recoiling backwards, furiously wiping her lips after having kissed Wildmutt. "Venus . . ." Robecca glared at the plant monster.

"I was just trying to make things interesting!" Venus defended herself diving behind Lilith and Clawdeen for cover.

"You alright, luv?" Robecca asked Jane.

"Grrrrrrrrrraa!" Wildmutt growled, not moving an inch.

"Just . . . just hurry up." Jane panted. "I don't know how much more of this I can take."

"RRRRRRRAAAAAGGGGHHHHH!"

"I-I know," Jane stammered through gritted teeth. "B-but you deserve this. N-no-no arguments."

The Vulpimancer snarled something incoherent, though the ghouls didn't need Jane's special abilities in order to figure out that he seemed to be mocking her. Jane felt him push his long, pulsing cock deep within her, her fingers deeper and deeper into the sheets as she stuffed a wad in her mouth to keep from screaming; Robecca had long since forgotten about having Jane pleasure was more focused on keeping Jane conscious at the moment, whispering words of encouragement in her ear and slapping her awake every time she seemed close to passing out. After what seemed like an eternity to Jane, Wildmutt gave a final roar and gave a final thrust into her as her eyes rolled into the back of her head, a healthy amount of cum forcing itself up into her, overflowing her brain with pleasure until even Robecca's slapping wasn't enough to keep her awake and she passed out.

"Aw, Sphinx!" Ben cursed as the Omnitrix timed out and returned Ben to the world. "Is she gonna be okay?" he asked.

"I think so," Robecca assured him after a quick examination of their ghoulfriend. "Poor thing just needs a little rest is all. Speaking of rest, we should probably get some too."

"You don't wanna turn?" Ben cocked an eyebrow.

"Of course, I do luv. I just think that there's been more than enough intimacy for tonight." Robecca shrugged. "Honestly, you screwed three ghouls into submission."

"To be honest, I didn't know I had it in me," Ben admitted before remembering something. "Oh, Gigi?"

"Yes?" the genie yawned.

"I'd like to use one of my wishes," said Ben. "I wish that there were no consequences of any kind from tonight."

"As you wish." Gigi folded her arms out her cleavage and jerked her head forward, a blinding light filling the room before dying down; Ben didn't bother to ask if it worked or not as he yawned crawled under the covers after lying Jane down next to him. Robecca snuggled under the covers next to Jane as Frankie lay down next to Ben, the rest of the conscious ghouls finding their own places to bed down for the night before they all drifted off to sleep, completely dead to the world.

"Hey, hey, hey! Genie's in the house!" Genie laughed as he kicked open the door to the bedroom. "I made some lovely gumbo for-" he froze upon seeing Ben and the numerous ghouls asleep in the king-sized bed, completely oblivious to the world in their slumber.

"Hmmm." Genie mused, scratching his head underneath his chef's hat. "Lets see what the script has to say about this." he mumbled as he reached into the front pocket of his 'Kiss the Cook' apron and pulled out a thick stack of stapled papers, riffling through several hundred pages before coming across the one he needed and scanning over the words.

"Really? That's it?" he remarked. "Ah, well. Never been one to argue with the writers." he shrugged, tossing his script and gumbo pot over his shoulder before coughing and spritzing some breath freshener into his mouth.

"Ah, it's a Kodiak moment." he cooed with a smile on his face. "I'll bug 'em tomorrow." he said quietly back stepping out of the bedroom and closing the door behind him.

No one was awake to hear his scream. "AH! Who put that bear there!?"

 **And there we go!**

 **Let me just say that I have no comment at this time. Really, I do not. Tell me if I did good, if I did horrible, or even if I did something not even close to those two. And for the record, I was watching a lot of Youtube videos of the _Hat Films_ crew playing _Grand Theft Auto._ Man, those Brits are both some of the best and worst car thieves I've ever seen. But, in their own words, they are "fucking hilarious". In my opinion anyways.**

 **Once more, I do not have any pity for you if you completely ignored the many warnings before and got scarred for life by reading this. Clearly, this was not well thought out by you. Or maybe even me. Clearly this was not thought out very well by anyone.**

 **Hasta Luego!**


	2. Cheating Scales and Lying Shadows

**Before I begin, I just want to say that the only reason I'm posting this bit is because I want to make my _We're All Monsters_ story more safe/less likely to get taken down for inappropriate content and rating. So, I've taken the lemon scene between Ben and Lagoona from the chapter "Cheating Scales and Lying Shadows" and posted it here for all of you to enjoy.**

 **I honestly didn't expect to make this kind of change, but I wanted to give people options when it came to my stories (plus, I also don't want to have it take down for inappropriate content and rating). I'm contemplating on whether I should turn this into a mini series, where it tells about some of the more . . . intimate . . . moments between Ben and his ghouls when we aren't tuning in on the chapters. These will in no way actually affect the story, but it's just something that happens. I might even decide to take this a step further and pair alternate versions of Ben with other ghouls that aren't even in his harem in the main timeline (not that that will have actually ever happened).**

 **As always, comment, review, suggest, and request down below!**

 **Onwards!**

Ben sucked in a breath of air and expelled heavily, sliding down the wall of the dorm. So much had happened so quickly; he had found out that another one of his transformations had somehow managed to develop a consciousness and become smitten with one of his friends, the magic shields limiting Gigi and Whisp's power and been decimated, and to top it all off, one of his closest friends had gone an out of control, animalistic rampage trying to mate with him. All in all, just an average day in the life of Ben Tennyson.

To make matters worse, Lagoona had been strictly avoiding him at all costs. Whenever Ben entered a room she was already in she quickly stop whatever she was doing, no matter what is was, and leave them room and not come back, regardless of how long Ben was in the room; if the exit was blocked, Lagoona took a leaf out of Jane's book and escaped through the air ducts to parts unknown. Ben knew she had her reasons for avoiding him, and he couldn't blame her for it, but really did hurt deep down. Having to subject someone you really cared about to something as horrible as Toepick's face really put a damper on things.

With another heavy sigh, Ben slid back up the wall and decided her needed to calm his frayed his nerves. He decided against working out at the gym; he was tired enough already. So, against his better judgment , he chose to swim a few laps in the pool in the hopes that the cooling water would soothe his aching muscles. Without a word, he changed into his swim trunks and bunched up his clothes into a wad that he carried under his arm as he strolled down the hall, the Omnitrix and Skurd still on his wrist.

Ben had to admit, it took a little time to get used to the fact that he couldn't do things without the 100% assurance that he was completely alone. Having an annoying Slimebiote that refused to remove himself from your wrist was proof of that. But after several embarrassing mishaps involving the bathroom, the pair had come a sort of agreement on things: Skurd would slither off to some other place whenever had to do things in absolute privacy, such as taking the few showed he chose to partake in or using the bathroom, and then later reattach himself to the Omnitrix when the thought suited him. Occasionally, the Slimebiote would join Ben in shower, which created some awkward moments. Especially when he started singing.

After a few minutes of walking down the hallway, his bare feet slapping against the cold floor of the base, he came to the door of the pool. Security had been tightened after heath's little incident, and those who had access to the pool were required to do so by scanning their hand. Ben did exactly this, resting his hand on the scan pad and waiting a few seconds as the device read over his unique finger prints and confirmed it was him; the door slid open with a beep and a silent hiss and the intoxicating smell of chlorine met Ben's senses. He walked into the room, the door sliding shut behind him as he carelessly tossed his clothes to the side as he walked to the very edge of the pool, the warm water lapping against the sides.

"If you don't mind, I'd like to stay dry, dear boy." said Skurd, twisting his gelatinous body around Ben's arm and oozing down to the ground. "Have fun!" he exclaimed, giving his partner a mock salute before oozing off to parts unknown to do whatever it was that little Slimebiote's did. Ben ignored the little creature and sat down on the edge of the pool, dipping his feet into the water. He understood why Lagoona was avoiding him, needing time to piece her shattered mind and heart back together, but for some reason he really wanted her company. He needed to talk to someone he could just complain about the world to, and Lagoona was one of the few people who would fit what he needed. He could have gone to Hoodude or heath, but known of them would have understood what he had gone through. Gil would have been furious, Ghoulia never had any experience with this kind of thing, and his ghouls were a bit too personal to talk with. In fact, none of them other than Twyla even knew what had happened to him and Lagoona, but they sure seemed to notice Lagoona's strange behavior.

Ben sighed and turned to the Omnitrix on his wrist. This was the entire reason he was in this mess to begin with. It was the device that was permanently strapped to his wrist that had caused him all this trouble. Ever since he found it, he had been plunged head first into a world full of pain, misery, and death. It seemed no matter who he was close to, they ended up more hurt than he; in all his years of wielding the Omnitrix, the most severe injury he had ever sustained was nothing more than a broken arm. Meanwhile, Grandpa Max had nearly died at the hands of Rojo, Pierce had lost his life to the Forever Knights, and countless other lives had been lost at his hands. And it was all the Omnitrix's fault.

And yet, as much grief and despair the Omnitrix brought him, it also brought him great joy. He loved the feeling of becoming something new, something powerful, something the world had never seen before in all its days. He loved the feeling of all types of power at his fingertips, of feeling invincible against his many enemies. He loved the feel of the wind rushing past his face as he flew, the feeling of the water swishing past his face as he swam the deepest depths, the feeling of raw strength and power coursing through every muscle of his body as he lifted objects of impossible weights over his head to smash them down on those that dared to hurt his friends, family, and the world. In fact, he could hardly remember what it was like to be without the Omnitrix, to be absolutely powerless and be totally normal.

"Sometimes, I really hate you," Ben sighed, talking to the Omnitrix as if it were his last friend in the world. And in a way, it was. When others had failed him, when others had left him alone and abandoned, the Omnitrix had always been there for him with its soft green glow and its millions of DNA samples. "Then again, you never let me down." he smiled, lightly touching his finger to the face plating and turning on the Omnitrix, the familiar green hologram popping up in front of his eyes. Dozens of transformations whizzed by his eyes, a few he didn't recognize; he would have to try them out later. He instead selected an old favorite of his and pressed down on the activation button, not moving a muscle as the Omnitrix did its magic and changed his body. Ben's skin turned a gelatinous white, becoming softer and squishier as light blue blotches decorated his arms, making him look like he was wearing a lava lamp for a skin. Webbing began to form between his arms as his bones began to dissolve and disappear altogether. Ben's now limb arms split in two, creating a second pair of tentacles as all the digits on his hands fused together. His legs became long tendrils as his body became segmented into three skirt-like sections. His eyes became black and beady as the Omnitrix symbol appearing over where his mouth would have been.

"Thanks." AmpFibian smiled a mouth less grin. With a deep breath he floated a few feet off the ground before pumping his body and diving into the pool with a splash and letting his gelatinous body sink to the very bottom of the pool, a good fifty feet from the surface. Once there, he sucked in water through a hidden siphon before pumping it out, undulating his body to push himself forward beneath the water's surface. The water felt cool and good against his smooth, boneless body; while not necessarily his human muscles, he almost always felt refreshed after using the Omnitrix for a quick work out. If only the ghouls could understand the wonders of changing into something you were never meant to be and have it be so natural you hardly thought about it.

No sooner had the thought come to mind, did he here a dull splash overhead, the sound of someone else in the water with him. AmpFibian chose to cautious and flattened his boneless body against the bottom of the pool, his white and blue body camouflaging himself from whoever was in the water with him. He rotated his beady black eyes skyward, seeing a feminine figure against the blue canvas overhead moving through the water with ease, as if she were born into the element; this worried the Amperi a little since there was only one ghoul who fit the description.

He remained silent and pressed his body further against the bottom of the pool in the hopes she wouldn't see him as she dived deeper into the pool, her expression unreadable. Ben had to admit, she was absolutely stunning looking and she was absolutely amazing in the water. But she and Gil were together, and he was not eager to get into the middle of a love triangle again. Nonetheless, he silently watched Lagoona swim about the pool, moving through the water with such grace it seemed impossible for someone who was mortal. He watched as she swam several laps around the pool, moving the water with ease as pushed herself forward with her webbed hands and feet, her blonde and blue locks trailing out behind her.

"ACH-OOO!" AmpFibian suddenly sneezed, a plume of bubbles escaping from the place his mouth might have been, Lagoona suddenly stopped swimming and whipped around in the water, her eyes glancing all around in the search for the source of the sound; the Amperi could only hope his camouflage worked.

"Ben?" Lagoona said, startled.

"Darn it!" AmpFibian cursed, prying himself free from the bottom of the pool, floating on the bottom as Lagoona kicked her legs for the surface, attempting to run. "Okay, that's it." the Amperi grumbled before giving a furious pump of his body and shooting off after the sea monster, his tentacles trailing out behind him as he quickly closed the gap between him and Lagoona. Just when it seemed Lagoona would make her getaway and leave Ben once more to go and hide again, AmpFibian stretched out his main of tentacles and wrapped them around Lagoona's legs and pulling back as hard as he could. Lagoona had managed to dig her fingers into the lip of the pool, the two of them caught in the middle of tug o' war game as bit by bit Lagoona pulled herself up over the side of the pool. Eventually, the tension on AmpFibian's tentacles become too much and he pulled forward by the snap back, leaving the water and sailing through the air before smacking into a wall and sliding down to the floor.

"Ow." he moaned, picking himself up to see Lagoona gathering her clothes and making a getaway to the door of the pool. AmpFibian narrowed his eyes and took to the air, pumping his body furiously until he managed to pull ahead of the sea monster and close her off at the door, seriously annoyed.

"Lagoona! I just wanna talk!" he pleaded, his tentacles crackling with electricity. "Don't make me shock you again!"

Lagoona froze and tried to find someway, anyway to get around the Amperi without getting shocked, but all exits were closed off; the only exit was blocked by her friend, and all the air vents were too high for her to get to. With a reluctant sigh, Lagoona surrendered and dropped her bundle of clothes to the floor as the Omnitrix timed out and reverted Ben back to his human form.

"Good," Ben breathed with relief. Lagoona sighed and turned away, walking back to the pool and sitting down on the edge, her feet in the water; being near any large source of water usually helped calm herself when she was faced with something that bothered her. And in this, it was Ben as he sat down next to her, the two sitting in silence before he eventually spoke up.

"Lagoona, why have you been avoiding me?" Ben asked. "I mean, I get that we both went through something that was super uncomfortable, but-"

"Exactly," Lagoona sighed. "I practically raped you!"

"You weren't in control of yourself," Ben reassured her. "Besides, it's all over."

"But it could happen again," Lagoona worried, not meeting his gaze. "It may not be as furious as before, it could happen!"

"So? I'll just restrain you again?"

"You never cease to be cocky, do you?" Lagoona sighed. "I'm just saying Ben, that at one point or another, you may not win. I may go ahead and-" she trailed off, her voice cracking slightly. "I just don't want to do something I'm gonna regret." she croaked. Uncomfortable silence followed afterward as Lagoona held her arms tightly, turned away from Ben with her head pointed towards her knees. She honestly didn't know what to do now; she nearly killed Ben at several points during those terrifying twenty-four hours, and she was sure her relationship with Gil was all but shattered. She hadn't seen him since the whole mess started.

"Lagoona, why out of everyone in this entire base, your boyfriend included, did you chose me?" Ben asked after a while of just listening to the water slapping against the sides of the pool.

Lagoona shifted her head to look at him with weary eyes before speaking. "Like I said before I . . . died . . . I kinda fell for you, too. You just seem so brave and confident in yourself. Gil, it took him nearly four months for him to even work up the nerve to tell his parents about our relationship and even longer for him to even tell them off," she replied. "You, you could do it without breaking a sweat!"

"Well, why did you fall in love with Gil in the first place?" Ben asked.

"I dunno. He was _so_ handsome and kind to me when I could hardly tell him that I liked him. It took an unfortunate and embarrassing notebook accident for our relationship top actually start." Lagoona admitted. "I still loved him after that, but our relationship started to kinda fall apart when Gil's parents got involved." she said sadly. Ben turned what she had told him over and around in his head, trying to figure out one way or another to fix the whole problem; the only solution he actually managed to figure out was a ways away, and it involved kicking Zs'Skayr and Maltruant's butts.

"So why are you so unsure about choosing between me and Gil? You and Gil were together first, and I respect that. You two belong together." Ben told her.

Lagoona shook her head sadly. "I can't decide. You have everything Gil doesn't have, and Gil has every thing you don't have."

"Like what?" Ben asked.

"Standard hygiene, for one!" Skurd's voice rang out from somewhere in the room. Ben and Lagoona whipped their heads around, trying to find the slimy, little Slimebiote; they gave up after a few minutes and returned to their conversation.

"Can I . . . ask you something?" Lagoona asked nervously, biting her lip.

"What?" Ben asked, slightly wary.

"Will you . . . kiss me?" she asked shakily.

"WHAT!?" Ben recoiled.

"I know it sounds looney, mate, and believe I think it is, too," Lagoona admitted quickly. "But I can't end this whole mess without doing this. I can't put this to rest without-"

"Cheating on your boyfriend with me?" Ben interjected, annoyed.

"No!" Lagoona protested. "Ben, I love you! I love Gil! I just can't decide who I want to be with!" she pleaded.

"So, it's just a test then?" Ben asked. Lagoona shrugged her shoulders slowly nodded her head. Ben mulled the thought over his head; would he regret doing this to someone he cared about, Lagoona in this case? She was actually willing to do it, practically begging him to do it. And, he had to admit, she stunning to look at too. And, as an added bonus, only he would know about the kiss when the whole time travel mess was over with; future Lagoona would no longer exist, and she wouldn't have tried to rape him in her unstable state. In fact, all issues that had happened to him in the future would have ceased to exist altogether.

"Why not?" Ben surrendered. "But you're explaining it to Gil if he finds out."

Lagoona eagerly agreed. "So, uh, I guess I kiss you now?" Ben guessed, unsure. Lagoona bobbed her head and slowly reached with a shaky hand and rested it on Ben's, her face a dark shade of purple and Ben's a lighter shade of red. They both leaned forward, eyes jammed shut under their lips barely grazed each other; Ben had to admit, it felt wonderful. Lagoona slowly, cautiously, reached her and slid them around Ben's neck as she deepened the kiss slightly by fully engulfing his lips. Ben didn't struggle and snaked his arms around her waist, letting her do what she wanted. He flet her tongue slip past her lips run over his teeth and battling his own tongue as she moaned, shifting her hands to rest on his bare chest, marveling at how hard it was. She felt Ben inch his hands around her back, rubbing small circles with his hands; she slipped one hand off of Ben's chest and grabbed one of his wrists in it, moving it down to her ass and pressing it down hard. Ben's eyes snapped open and he tore his lips away from her, giving her a stunned look.

"You might as well enjoy it too, mate." Lagoona smiled, resting her head in the crook of his neck. Ben smiled and gave a small kiss to her forehead brush, running his fingers through her blonde locks as he roughly squeezed one of her ass cheeks, running his fingers in wide, calming circles. The sea monster moaned softly and dipped out her tongue to trace it around Ben's neck, lightly kiss the area as Ben continued to stroke her head, his eyes closed as she worked. She reached up to take his hand off of her head and tracing it down back towards her thigh where she lifted up the fabric of her swimsuit enough for her to slip his hand underneath.

"Just a kiss, huh?" Ben teased as Lagoona turned indigo.

"What can I say? You aren't getting anything Gil hasn't already got." she purred, kissing his cheek. She moaned further as Ben underneath her swimsuit over her scales, tracing down her lower back and over the very edge of her ass before moving it up her back. Lagoona moaned again as Ben tightly squeezed her ass again. Lagoona lunged forward and thrust her lips onto his, knocking him flat onto his back and on the edge of the pool, moving her lips and snaking her tongue back inside his mouth again, diggin her fingers into his dark, brown hair.

"Lagoona, we're about to-" Ben tried to say through the sea monster's lips, but it was too late. With a loud splash, the two of them entered the pool, still in each others embrace as they sank to the bottom, bubbles escaping through Ben's nose as air disappeared through his lungs. For a second, Ben worried that was going to drown and that Lagoona would simply be making out with his lifeless corpse, when he felt fresh air enter his lungs through his mouth. He opened his eyes to see Lagoona's gills fluttered open, pumping in water through them, filtering out the air and forcing it into Ben's body, keeping him alive. Ben was about thank Lagoona as they finally hit the bottom of the pool, when Lagoona removed her hands from his head and brought them back to her person. Ben was treated to show as Lagoona slipped her fingers under the strap of her pink one-piece and stripped it off of her body, exposing her bare, light blue breasts as she remained lip locked with him and finally tore the clothing off of her body entirely.

Ben took the opportunity to break away from Lagoona, earning a disappointed look as he quickly accessed the Omnitrix and cycled through the available transformations before finding the right one and slapping the activation button. Scales raced up his arms and legs as they swelled, muscles building and bones strengthening. His fingers became clawed and webbed as the scales raced to cover the rest of him. Three slits appeared on either side of his neck and puffed open and shut as they sucked in air. A thin sheen of slime covered the scales as his hair disappeared into his scalp. Veins throbbed and pulsed as alien blood pumped through them and into his ever changing organs. His forehead to pulse and swell, like there was giant zit that was about to explode. And explode it did; a thin, green wire popped out of his forehead and hung in front of his face as the end began to glow and eerie color. His jaw swelled bulged and bucked until several rows of razor sharp teeth popped out and curved themselves over his lips. His eyes became that of a deep sea creature as two sharp fins rose from his back, completing the transformation.

"What is with you and keeping your clothes on?" Ripjaws joked.

Lagoona gave him a seductive smile and merely captured his toothy lips into another kiss, slipping her long tongue past his cage of razor sharp fangs. She felt the Piscciss Volann's webbed hands slip down her body, cupping her ass and holding her close as she wrapped her slender legs around hits waist, his fish tail slipping between her legs and cradling her as they floated on the bottom of the pool. Lagoona then grabbed Ripjaw's muscled hands in hers and slipped them off of her ass, bring them up to grope her breasts.

"So what, were just having sex now?" he gurgled, slightly uncomfortable.

Lagoona shook her head. "Nah, I'm saving that little surprise for the one I truly love. You're just getting what Gil already got." she repeated with a toothy smile before sliding her extendable tongue out between her fangs and wrapping it around his thick neck, tracing the very tip on the edges of his fluttering gills as they sucked in water and pumped it out. The Piscciss Volann felt a low grow escape his mouth, almost like a loud purr as Lagoona did her work. While she did that, Ripjaws pleasured her by massaging her breasts, tracing the very tips of his claws over them as he would squeeze them tightly every now and then, a low moan escaping Lagoona's lips as her nipples hardened, her moaning increasing when Ripjaws brushed a finger past them.

The Piscciss Volann was in for the surprise of his life however, when Lagoona moved her head away from his and pulled his hands off of her bust, swimming down to his groin area and gripping the material of his tail. She gave him a seductive and warning smile as she yanked the material all the way down for his long, slender dick to flop out. Ripjaws gurgled, a cloud of bubbles exploding out and to the surface as Lagoona slipped her lips over the organ and slithered her long tongue around it in cork screw fashion. After sucking on the tip a little, she began to bob her head back and forth, twisting her tongue around and around. Ripjaws was growling once more with pleasure, savoring the intense feeling that was coursing through his body. He eventually rested his webbed hands on Lagoona's head, shoving her head forward so that she engulfed all of his dick in her mouth. Lagoona gagged from the sudden motion before easing into it, deep throating him easily. It seemed impossible that the Lagoona Ripjaws use to know, the Lagoona who put others before herself and was never one to ignore a friend in need, had become this girl who was willing to do such dirty things to him without another thought.

 _A lot changes when you're gone for fifty years,_ Ripjaws thought as Lagoona gave his dick one last suck before popping it out of his mouth. The Piscciss Volann was almost disappointed, but this quickly turned into pleasure when Lagoona cupped her breasts and slid his dick between them, sandwiching it between her breasts as she pumped up and down; it felt amazing to Ripjaws. The sea monster then began pleasuring herself, rubbing her wet snatch against the rough skin of Ripjaws's tail, and he had a hard time believing it could possibly get any better. He was proven wrong when Lagoona teasingly and proactively licked the very tip of his dick, sending tidal waves of pleasure through his body. It seemed impossible for him to feel this good, and yet here he was feeling it at the bottom of the pool.

"Um, Lagoona? Ya might wanna pull back!" Ripjaws warned his friend as a tingling sensation came from his erection. Lagoona gave him a sexy smile and merely engulfed the whole thing in one mouthful, swirling her tongue around the very tip as she pumped her breasts faster and faster. Ripjaws gave a gargled screech as he thrust Lagoona's head down on his dick again, semen shooting out from the very tip of the organ and into Lagoona's mouth. The sea monster didn't even flinch or recoil, merely took it all in as she molested her breasts for Ripjaws to enjoy. And then, with a seductive smirk, she swallowed everything, spitting out Ripjaw's dick and giving him a smirk.

"Wow." was all he had to say.

"You actually pretty good, mate," Lagoona purred, swimming up to his face. "Gonna have to make a mental note of that." she smiled before capturing Ripjaws's lips in her own for once last kiss. They parted after a few minutes and then swam to the surface, both of them redressing themselves before they climbed out of the pool and dried themselves.

"We never speak of this again, agreed?" Ben asked as he slung his towel over his shoulder.

"Whatever you want, mate." Lagoona smiled, pecking him on the cheek. The moment quickly ended when the lights hanging over the pool suddenly went dim, cloaking the room in pitch black darkness. Unlike before however, there were no emergency red lights that came on after the power went out. A small flicker of light green came from somewhere in the darkness, a loud beeping sound bouncing off the walls before there came an explosion of green light as Ben slappeded the activation button on the Omnitrix. His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, causing Lagoona to yelp in surprise. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance. His toes melted into two digits that resembled claws as his eyes turned bright yellow.

"What the Sphinx just happened?" Heatblast rasped.

"Ben? Ben! Do you read me!?" Twyla's panicked voice came from the Omnitrix.

Heatblast tapped the device on his chest. "I'm here, Twyla. Why the Sphinx did the lights go out?" he asked.

"Maltruant's back!" Twyla hissed angrily, just as a loud roar came over the Omnitrix, followed by panicked screams and machinery smashing and crashing. "And he's made trouble! Again!"

"Did he cut the power again?" Heatblast sighed.

"Not only that, he destroyed the power core entirely!" Twyla yelled, more screaming and bellowing coming from the other end.

"Um, what is that?" Heatblast asked warily.

"Oh, I almost forgot! Maltruant released the Omnibeast!" Twyla exclaimed, more destruction coming from her end of the conversation. "I gotta go! Avea, Bonita, and Sirena are waiting for you near the elevator, blocking his way to the storage! Meet 'em there and stop him at all costs! Gotta run!"

"Wait! What's the Omnibeast!?" Heatblast cried, but the line was already dead. Heatblast cursed under his breath and made his way through the darkness to the door, Lagoona following him. Unfortunately for him, the door to the pool didn't slide open like it always did; with the power off line for the time being, all the doors were locked shut. With an annoyed hiss as he pried his face off of the door, the Pyronite backed up a few feet before cupping his hands together and thrusting them forward, a ball of red, hot fire forming between his fingertips. He quickly released it and sent it flying at the door, watching as the ball of flame smashed right into the door and melted it into a pool of steel, the smell of hot metal filling the air.

"Stay safe," he instructed Lagoona as he stepped over the smoldering remains of the door. "Try and find my ghouls. I've got someone's clock to clean." he grumbled, jogging down the dark hallway and leaving Lagoona back by the pool.

"And now I'm here." Lagoona sighed in the darkness.

 **And there we go!**

 **I honestly didn't expect to make this kind of change, but I wanted to give people options when it came to my stories (plus, I also don't want to have it take down for inappropriate content and rating). I'm contemplating on whether I should turn this into a mini series, where it tells about some of the more . . . intimate . . . moments between Ben and his ghouls when we aren't tuning in on the chapters. These will in no way actually affect the story, but it's just something that happens. I might even decide to take this a step further and pair alternate versions of Ben with other ghouls that aren't even in his harem in the main timeline (not that that will have actually ever happened).**

 **As always, comment, review, suggest, and request down below!**


	3. Second Chances

**Greetings, one and all!**

 **Now this is an unexpected surprise. I originally made this story simply just so I could avoid getting my first story, _We're All Monsters_ , from being taken down for inappropriate content; I wanted to make it rated T so more people could enjoy it at their leisure without being interrupted by content such as this.**

 **But now that this actually has become decently popular, I think I'll turn this into a mini series where I'll post lemons with Ben and his ghouls, following the more intimate moments that the story doesn't show; once each ghoul has gotten a lemon or two in, I'll start pairing Ben with other ghouls not canon to _We're All Monsters_. In a nutshell, think of this as a sort of lemon dump for _We're All Monsters_ and _Cupid's Crystal Ball._**

 **Unlike the previously mentioned story, there will be no poll, but you can leave your suggestions and requests below if you wish.**

 **And for those that want Ever After High lemons with Ben, be patient. I fully intend to do that at some point once the story has moved far enough from the beginning that this kind of thing seems legit.**

 **As always, comment, review, suggest, and request down below! Also, shout out to _luciayshadow_ for giving me this idea!**

 **Onward!**

Jane shuffled down a one of many hallways and corridors that traversed the labyrinth of classrooms and walls of lockers, an air of her usual nervousness surrounding her with a hint of concern and depression. She sighed and pulled out her recently bought iCoffin, pausing in her movement to try and remember how to properly work the device (such things always confused her, having grown up out of society). Eventually, she managed to turn it on and delve into her limited stash of photos and pictures she had taken, smiling slightly when she came across a picture of Ben laughing with smoothy shooting out of his nose, much to Venus, Robecca, Frankie, and Gigi's amusement. A flick of her finger brought up a snapshot of Venus, Lagoona, Gil, Lorna, and Ripjaws frozen right in the middle of a water fight, the picture slightly distorted due to the photo being taken in the school's pool. A third picture of Robecca, Venus, Spectra, and Whisp all surrounding a sleeping Ben that had collapsed on the couch in front of the TV in Spectra's house popped up next, a slight smile crossing Jane's face when she caught sight of the permanent markers in the ghoul's hands and the mustache, monocle, little messages, and symbols drawn on Ben's face; it had taken him an hour of constant scrubbing to get the marker off of his face.

Jane sighed sadly and continued to stare at the pictures, flicking her thumb to the next one and feeling a warm blush cross her face; she didn't know which of her fellow harem ghouls had taken this picture, but she was grateful to them nonetheless. Lying fast asleep all cuddled up together under the covers were Ben, Robecca, Venus, and herself. Robecca was lying deactivated and limp on Ben's right, resting her head on the arm he had curled around his shoulder with Venus using his left arm as a pillow and lying her arm protectively across his chest. Curled up between both her and Ben, a smile on her face as she was hugged tightly between two of her three lovers was Jane herself, resting her head in the crook of Ben's neck with Venus resting her own head right next to hers, just a breath away.

As much as Jane loved Ben, Robecca, and Venus with all her heart, she couldn't shake the nagging, insulting little voice in the back of her head that told her that what she was doing was not only wrong and disgusting, but that the jungle girl didn't deserved to be loved by such nice, beautiful ghouls and a handsome guy as Ben.

Her mind went back to that fateful night, the night of Ben's birthday when the ghouls had almost simultaneously agreed to gift Ben with their sweet virginities; she herself had been uncertain at doing such a thing seemingly so early in her relationship, not withstanding the whole time travel mix up, but all of the other ghouls seemed rather eager about it, especially Venus, Lilith, Whisp, and Nefera. Not quite sure how to react, she had quickly agreed in the hopes of learning more about monster society, but ended up getting more than she bargained for in the end. Not that she had any regrets, it felt absolutely _wonderful._ When Venus hadn't been messing around with her and Ben that is; her legs and lower regions had been sore and numb for almost two days.

Jane herself didn't hold much animosity towards Venus after that, knowing the plant monster had only been trying to help make her first time one to remember; that of course, didn't mean that Venus hadn't been punished by Robecca and Ben in some manner or other, with the later making her clean the entire house from top to bottom without help and the former being a little more . . . _intimate_. . . if the moans and groans in the hall closet were anything to go by.

The shape-shifter was shaken out of her thoughts and worries when something cold and slimy cautiously curled around her wrist; startled, she pulled against the black and purple striped tentacle around her wrist before realizing that more tentacles of the same color were slithering and curling around her body, grabbing onto her legs and wrapping tightly across her neck and chest. Jane was about to scream and call out for help when a tentacle slapped itself over her mouth, cutting off any and all noise as she struggled and was dragged down the empty hallway.

It was then that Jane actually remembered that she was not helpless and quickly morphed her jaws into that of a shark's, opening them wide before clamping them down onto the tentacle that covered her mouth; a loud, pained screech caught her ears, but the tentacles never faltered in their grip as she was dragged to and then slammed into a janitor closet door. Another pull, and Jane watched as she miraculously phased through the door as if she were nothing more than thin air, the tentacles releasing their grip and letting her fall to the floor once she was in the darkness of the closet.

"I told you third time's the charm, luv." Jane heard Robecca say as her jaws shifted back to her small, full lips and her keen eyes adjusted to the darkness.

"Yes, but you failed to mention that I would get _bitten_." a second voice rasped over a wet, slithering noise; Jane looked up to see Robecca and Ghostfreak standing over her, a slightly perturbed look on the Ectonurite's simple face while Venus sat on a crate of cleaning supplies to the shape-shifter's right.

"It's not her fault. You'd probably do the same if you were just randomly kidnapped by someone's tentacles, luv." Robecca defended Jane.

"I'm not saying I blame her. It just _hurts_." Ghostfreak huffed grumpily.

"Better than getting your face frozen off by Abbey." Venus offered. "At least she was understanding."

"After she twisted my _arm_." Ghostfreak argued as the Omnitrix timed out and reverted him back to his human form with a flash of green light. "I'm gonna be feeling that for a week."

"Oh, stop complaining. Jane's been through worse." Venus rolled her eyes.

"Need I remind you, luv, that _you_ were the one that caused it." Robecca scolded her ghoulfriend.

Venus cringed with a hiss. "Yeah. Sorry about that, Jane. I was only trying to help."

"I-I know." Jane nodded as she picked herself up off of the floor and rubbed her wrists. "C-Can someone _please_ tell me why you kidnapped me and dragged me into a janitor's closet?"

"Only because you look so cute when you're scared."Venus joked playfully; Jane felt her face heat up at the compliment, even though she was trying to look furious. "We talked it over-"

"You talked it over with Robecca. I was guilt tripped into this." Ben grumbled, making the corners of Jane's mouth quirk up slightly with amusement; she wasn't sure why, but she loved it when Ben was flustered or mildly annoyed, finding the way he pouted and complained during those moments to be amusing.

"Either way, we talked it over and decided to give you a second chance, per say, at Ben's birthday gift." Robecca continued. "It's entirely up to you whether you want to do it, luv. We won't force ya to do somethin' you don't want to, mate." the robot reassured her with a warm smile.

"But we'd _love_ it if you did." Venus purred, coming behind Jane and resting her head on the shape-shifter's shoulders before she gently kissed her neck with her lips; Jane tensed up and hissed as Venus then tentatively bit her, swirling her tongue around the small circle of flesh that her fangs pinched.

"Th-That's n-not fair," Jane moaned as Venus wrapped her arms around her waist and slowly slid them up her stomach and to her chest. "Y-You are ch-ch-cheating."

"Venus, knock it off." Ben scolded. "This is Jane's decision and hers alone."

"Fine," Venus pouted; Robecca took note of the mischievous and calculating look in the plant monsters eyes, wondering just when she had become so devious and crafty. She supposed it had probably occurred somewhere during the small mishap with time had slingshot them fifty years into an apocalyptic wasteland, but that was only mere speculation on Robecca's part. "Can I just give her a kiss, though? Please?

"Okay . . ?" Ben raised an eyebrow wondering where this was going. It took him approximately three seconds for him to realize what Venus was doing, but by then it was too late; she cupped Jane's face with her hands pressed her soft lips against Jane's, holding it there for a split second so the shape-shifter could get use to the feeling before she slithered her long, dexterous tongue past Jane's lips and started to passionately make out with her with no signs of stopping. Ben and Robecca could do nothing else as Jane whimpered and moaned against Venus, helpless against her ghoulfriend's skill as she cupped Jane's face with one hand and wrapped her other arm around Jane's thin waist, wasting no time in grabbing onto her ass and giving it a rough squeeze.

"She's not gonna stop, is she?" Ben sighed.

"Unfortunately, luv." Robecca shook her head with a slight smile. "You could try to pry them apart, but none of your more powerful forms will fit in here without crushing us all."

"So we're essentially stuck here and watch Venus and Jane have sex." Ben summed up.

"Is that a bad thing, luv?" Robecca purred in his ear, sliding her arm across his shoulder as she slithered her other one down his chest and towards the steadily growing bulge in his pants, smirking seductively when she gave it a small squeeze and caught Ben tensing up slightly. When she received no response to her question, the robot curled her arm around Ben's neck and grabbed his chin, forcing his head to turn towards her and allow her to engulf his lips in hers; Ben froze on the spot but quickly shrugged it, knowing full well that arguing with two (arguably three) horny ghouls was not going to get him anywhere, and returned the kiss to her artificial lips with passion. His subconscious was telling him that the cold, metal girl he was currently kissing and hugging firmly was nothing more than a cheap imitation of the real thing, but Ben didn't care in the slightest; while she may not have soft skin like his or Jane's or even have an actual brain, she had feelings and thoughts and a heart big enough to love a ghoul attracting goof like him, and that was all that mattered.

"Enjoying yourself?" Venus breathed, breaking away from Jane to allow her to breath; while she required air as much as Ben and Jane did, her organic, plant nature allowed her to absorb a small amount of oxygen through her skin similar to how an amphibian did.

"Y-You . . . tricked me . . ."Jane moaned, now in heat enough to ignore Venus' skulduggery as she took to tracing her tongue along the more dominant ghoul's neck and collarbone, softly biting one section of her neck and sucking on it slightly, drawing a low moan from Venus.

"Are you . . . mad?" Venus stiffened.

"No . . ." Jane murmured. "T-Take me."

"Right here? In this closet? Where anyone could pop in on us any second?" Venus quirked an eyebrow up as a playfully smile crossed her lips.

"Please . . ." Jane whimpered, hugging Venus tighter than before and scooting herself up to sit on her lap. "I-I . . . I can't wait anymore."

"In due time, my Sweet Mango. In due time." Venus smirked before she slipped her tongue out past her fangs and teasingly traced the very tip along Jane's collar bone, edging the dexterous appendage down farther so that it just barely stroked the edge of the shape-shifter's small breasts; Jane moaned a little louder.

Robecca gave Ben's quickly growing erection a second squeeze before she pressed herself against Ben's body, turning her pleasure censors, an artificial nerve system her father had spent months on perfecting for her, up to their maximum and proceeded to slip her artificial tongue past Ben's lips and strike the various erogenous within his mouth; she nearly collapsed with pleasure when Ben instantly responded by fighting back with more intensity than she had expected, forced to turn down the settings on her pleasure sensors to avoid overloading her systems. This became increasingly harder as Ben wrapped his arms around her waist and slowly traced them both up and under her shirt and down towards her ass, rubbing small, slow circles into her copper flesh while slipping his other hand under the back of her shirt; he felt around with his fingers for a few seconds before he found what he was looking for and undid Robecca' bra with a single pull of the string (seeing as how her breasts didn't flop around as much as other ghouls, such as Nefera or Lilith, Robecca had to wear little more than a bikini top. And considering she was unable to actually go swimming without rusting herself, it was one of the few times she was able to wear a swimsuit).

Eager, eh, luv?" Robecca smirked seductively.

"Not my fault you're so sexy." Ben chuckled.

"Partner switch!" Venus declared; before Jane and Ben could comprehend what had happened, Venus had shoved Jane across the small closet to slam into Ben while Robecca was simultaneously pulled off of him by Venus and into the plant monster's embrace where they immediately began to kiss and heavily grope each other. Venus wasted no time in taking advantage of her ghoulfriend's lose clothing and all but tore off her vest and tight shirt that was taunting her so to curl her long, pointed tongue around one of Robecca's breasts and tickle the nipple with a seductive smile as the robot gasped with pleasure.

"They're r-really getting into it, aren't they?" Jane blinked with surprise.

"Well, what do you expect?" Ben shrugged. "I'm pretty sure Venus released some kind of hormone or something to make us all this horny."

"C-Can she really do that?" Jane marveled.

Ben shrugged once more. "Don't know. But I can expel methane gas from myself as Swampfire and since Venus is pretty close to that, I wouldn't be surprised. After all, she has that whole 'Pollen of Persuasion' thing going for her."

"D-Do you think it will wear off?" Jane bit her lip.

"Probably." Ben nodded before he gently kissed her on the cheek. "But I'm not in a hurry if you aren't." he said with a comforting smile, knowing how jittery Jane could get at times; thankfully, the jungle girl was at ease and almost eagerly returned the kiss, wrapping her arms around Ben's neck and cautiously rimming his lips with her tongue, as if she were expecting Ben to suddenly grow a set of razor-sharp jaws and bite her face off with one snap of his teeth. Lucky for Jane, Ben was not capable of such things, but was more than capable of pleasuring her by parting his mouth and letting her explore, battling his tongue for dominance. With a low, drawn out moan, Jane dug her fingers into Ben's scalp as he slithered his hands around her waist and dipped them down to her ass where he effortlessly lifted her off of the ground; the jungle girl instinctively wrapped her legs around him to secure her hold on him as he took a couple steps back and sat on a crate of cleaning supplies for support. Jane didn't know if it was how expertly Ben stimulated her, playing around with her ass in a way that filled her mind with nothing but pleasure, or if it was the throbbing bulge in Ben's pants that fit snugly between her ass cheeks, but she wasn't the slightest bit put off by any of this.

"Looks they're havin' some fun." Robecca observed.

"Mmmm. I know." Venus moaned, warmly kissing Robecca on the cheek. "Shall we join them?"

"I thought you'd never ask, luv." Robecca breathed. With this in mind, the two of them crawled on their hands and knees towards Ben and Jane, sharing a quick look with each other when they caught sight of Ben's massive erection, and quickening their haste; Venus hungrily licked her lips as she grabbed the edge of Ben's brown pants and black boxers and slipped them down far enough to allow his large cock pop out nice and stiff, making the plant monster quite literally drool. Robecca had come up behind Jane and gently molested her small breasts before tracing her hands farther down towards her small miniskirt and ragged, black pants and slipping them underneath, her optical sensors perking up with amusement when she found that the jungle girl wasn't wearing any underwear (though she supposed this was to be expected, as she had said so herself her own undergarments had somehow disappeared, though she highly suspected that Whisp had something to do with it). With this in mind Robecca slipped down Jane's pants to expose her bare ass to Ben's strong hands before she stole a quick kiss from a rapidly growing horny Jane and crouching down to join Venus.

"I remember him being big, but it looks so much bigger up close." Venus salivated as she gave Ben's firm cock a small lick, eliciting a soft moan from him.

"Come now, luv. Don't be greedy." Robecca lightly scolded; Venus smirked and lashed out with her long tongue to swirl it around one of Robecca's nipples, earning a gasp of pleasure from her before the plant monster returned her attention to Ben and licked one side of his hard member while Robecca took the other, tentatively licking the head and eliciting a sudden jerk of Ben's erect cock.

"I think he likes it." Venus giggled.

"So does Jane." Robecca added, watching as the shape-shifter unconsciously ground her bare ass against Ben's stiff cock; Venus moaned and lunged forward, digging her fangs into a section of Jane's ass swirling her dexterous tongue over the area. Jane initially gave a startled yelp of surprise that smoothed into a low moan of pleasure while Venus slid one of her hands down her panties and started fingering herself out of instinct. Robecca meanwhile, had sandwiched Ben's thick cock between her bronze breasts, gently kissing the very tip of his pulsing member and swirling his tongue around and around with a seductive smile on her copper lips. With an exaggerated lick of her artificial tongue that drove Venus wild, she swallowed the tip of Ben's cock in her lips, sucking on the tip for a few seconds and edging farther and farther down, massaging her breasts against his thick rod; despite them not being as plush as Nefera or Venus' breasts, she was able to shift them enough to make Ben's dick even harder than before, if that was possible, and make her systems start to pump faster and faster.

"Oooh, you're driving me wild . . ." Venus moaned as she wrapped her tongue around the rest of Ben's shaft in a corkscrew fashion and swiftly retracted it back into her mouth, eliciting a surprised gasp from Ben while Venus then returned her attention to Venus and slithered her tongue between her ass cheeks, slipping it between her legs before bending it back to tickle the very edges of her pussy lips.

"V-Venus . . . wha . . . aaaahaaaahaaa . . ." Jane moaned in response, arching back with pleasure as Ben hungrily grabbed the edge of her top and rolled it up over her small breasts to seductively lick one of her breasts before wrapping his lips around one of her hardening nipples and sucking on it; Jane was quite certain that things could not any better than they were right now until Venus went the extra mile and slowly slid her long tongue deeper into the folds of her sensitive snatch, making the shape-shifter gasp with surprise as Venus slithered her tongue in and out of her, wiggling the very tip like a wriggling worm.

"I-I . . . aaaahhaaaaa . . . I . . ." Jane moaned.

""Venus, I think she's gonna-" Ben started to say before Robecca took the entire length of his rod in her oral cavity at once, making him moan with pleasure as she swirled her tongue around and around while massaging one of her breasts with her hand and fingering herself underneath of her skirt with the other, her artificial folds saturated with moisture. Venus caught sight of this and grinned sexily, her whip-like tongue still pleasuring Jane while she grabbed the hem of her pants and pulled them down and off of her legs, tossing them aside as her arm snaked forward and slipped Robecca's own panties off with a short movement. Before Robecca could argue (not that she would have), Venus has positioned her lower half into a scissoring pose and began to rub her wet slit against Robecca's, the robot's pleasure sensors nearly overloading her mind as everyone pleasured one another simultaneously.

"Robecca, I'm gonna . . ." Ben tensed up; Robecca only gave a short, muffled moan in response as Ben came fast and quick, shooting his load deep into her oral cavity and down her throat with a loud moan of pleasure and release. The robot didn't flinch in the slightest and took it all, slipping his semi-limp member out of her mouth with a wet pop.

"Mmmm. Not bad." she moaned, licking her lips. Venus whimpered hungrily, unable to get a taste of Ben's seed while she was pleasuring Jane; determined for a sample, Venus put her tongue into overdrive, pumping hard and fast in and out of Jane's pussy, making the shape-shifter practically scream with pleasure before Ben took her lips in his to silence her, not wanting to draw unwanted attention during their Study Howl. The jungle girl passionately returned the kiss without struggle, hugging Ben's head to hers with her hands as he continued to molest and massage her breasts, occasionally pinching her hard nipples with his fingers while Venus thrust her tongue in and out, faster and faster.

"Mmmhmm . . . fu . . . ahaaaaaahaaa!" Jane cried, unable to form any sensible words.

"Luv, I think . . . uaaaagggh . . . she's gonna-" Robecca tried to warn Venus just as Jane finally came hard, her screams of pleasure and release greatly muffled by Ben's lips as Venus gave a final thrust of her tongue and plunged deep into the shape-shifter's dripping wet pussy, savoring the sweet taste of her juices as Jane went limp in Ben's embrace; she now lay with her head resting against Ben's chest, breathing heavily as she powered through the wake of what was perhaps the most intense and pleasurable orgasm of Jane's life. The jungle girl was only vaguely aware of her surroundings, of Ben's firm muscles and comforting hands, and the way Venus and Robecca moaned loudly, almost screaming, before they smashed their lips together as they came at the same time.

"That was . . . amazing . . ." Ben breathed.

"It's not over yet." Venus purred as she staggered to her feet, her pussy dripping with juices; she leaned up against one of the janitor closet walls and let Robecca lick her clean, biting her lip with her fangs to keep herself from groaning with pleasure. While her ghoulfriend did that, the plant monster grabbed the edge of her shirt and hiked it up over her sizable, green breasts, molesting one of them and resting the other on the back of Robecca's head. "We've still got round two to finish."

"Right here?" Ben quirked an eyebrow. "Now?"

"You don't seem to mind." Venus smiled smugly when she caught side of Ben's quickly hardening member. "Me and Rivets here are more than willing to continue, but it's all up to Jane . . ."

"You're just saying that because you don't want to get in trouble again, aren't you?" Ben smirked, running his fingers through Jane's hair and softly kissing her forehead to awaken her.

"A little. Really, I'm just trying to make up for what I did last time," Venus explained, pausing for a moment to hiss with delight and bite her lip as Robecca ate her fanged folds out almost eagerly. "I shouldn't have been so careless or demanding of Jane when it should have been up to her how she wanted to start her first time. I should have let her make her own decision and not chose for her."

" . . . I forgive you . . ." Jane moaned sleepily.

"I knew you would." Venus smiled, shifting her hips slightly to let Robecca know she could stop; the robot obeyed, licking her lips as Jane climbed off of Ben and crawled across the floor of the closet towards her while Venus walked over to Ben with a swing in her hips and a seductive grin on her lips. "You ready for another round, babe?" she licked her lips hungrily.

"Thrill me." Ben grinned confidently.

"I might take you up on that." Venus smirked as she sauntered over to Ben and gave him a passionate kiss on the lips. "Lets see if you can't do better than last time." she purred, taking his thick member in her fingers and stroking it lightly to resurrect it as she positioned herself just so, the very tip of Ben's cock at her fanged pussy lips; most men would have cringed at seeing the teeth-like protrusions similar to those on a Venus Flytrap sprouting from her wet snatch, but Ben knew from experience that while they looked rather painfully, they were actually merely fleshy protrusions that had Venus had claimed had evolved to make potential rapers and unworthy mates think twice about jumping her kind for fear of being castrated. Ben however, was safe from such dangers as Venus slowly lowered herself down onto his thick erection, hissing and moaning with pleasure as his cock was pushed deeper and deeper inside, inching away until she was sure it had stabbed into her womb. The plant monster groaned with a satisfied smile on her lips while she leaned forward and softly kissed Ben, becoming slow and proactive as she ground her hips back and forth; previously, she had gone for instant and full gratification at having all her holes filled at once by Overflow, but having Ben's diamond hard cock embedded deep within her . . . it was more wonderful in words she couldn't describe.

"Lets get you ready, eh, luv?" Robecca smiled warmly at Jane as she cupped her ghoulfriend's face in her hands and tentatively kissed her on the lips, trailing her artificial tongue down the shape-shifter's neck in a slow, steady manner that made her whimper and tremble uncontrollably in her embrace, gasping with pleasure as Robecca seductively licked her small breasts.

"Enjoying yourself, luv?" Robecca asked.

"Y-Yes. . ." Jane whimpered, gently fondling Robecca's perfect breasts; once again, she had to admire Hexiciah's craftsmanship with his daughter, wondering if he had spent months even years simply perfecting every part of her to the point where the god Hephaestus would be jealous of his daughter's design. Every part of Robecca was beyond perfect, not a single rivet out of place nor a single dent that dared to mount her flawless, copper skin. With a slightly crestfallen look, Jane glanced between her somewhat flat chest and Robecca's sizeable cleavage, feeling rather outclassed in a way; the robot instantly took note of this.

"What's the matter, luv?" Robecca wondered. "Feeling low?"

"I'll never be as big as you . . ." Jane sniffed with disappointment.

Robecca smiled and shook her head. "Sure you will, luv. Someday, you'll be just as big as me, maybe even bigger. Either way, you'll always be our precious ghoul for as long as we live." she cooed, hugging Jane close to her and kissing her fondly on her forehead, stroking her fingers through the shape-shifter's hair. Feeling rejuvenated and more confident than before, Jane took to molesting her ghoulfriend's breasts as best as they would allow; having spent years swinging through the trees and having to deal with sore and aching muscles, Jane had become quite the masseuse thus making her fingers somewhat magical in a sense, if the way Robecca was moaning and groaning was anything to go by. Jane took this a step further and cautiously licked one of Robeca's surprisingly soft nipples, taking the chance to suck upon one of them warmly. If Robecca didn't know any better, she would have thought Jane was nothing more than a newborn baby.

Robecca felt a cloud of warm steam escape from her ears and envelope the two of them, creating a sort of curtain around the two of them; the robot took the opportunity to return Jane's eagerness and reached down towards Jane's exposed lower half with her fingers, sliding two of them past her pussy lips and inching them in slowly up to the knuckle. The shape-shifter was moaning into her copper cleavage, driving Robecca wildly as she slid her fingers in and out of Jane gently and placing her hand under her chin to draw her gorgeous face up towards her lips where she hungrily started kissing her.

"Ah . . . ahhhh . . . ah . . ." Venus whimpered as she Ben thrust in and out of her at a steady, firm pace, his hands gripping her thighs and ass tightly to lift her up and down his thick member. " _Fuck_ . . . ahhhh . . . ah . . . haa . . . faster . . ."

"Ugh . . . I forgot how tight you were . . ." Ben grunted as he bounced the plant monster off of his thick erection and member, slightly surprised when Venus took his hands in their own and gave them a comforting squeeze before placing them upon her considerable bust, pumping herself up and down off of Ben's pulsing cock. The Omnitrix wielder wasted no time and started to molest and massage her, clenching and unclenching his hands to please his ghoulfriend before she grabbed the back of his head and pushed his face deep into her cleavage, encouraging him to arouse her even further. Ben did this by tentatively licking her breasts with his tongue, swirling it between her large boobs and squeezing them at the same time before he set upon one of her hardened lips and swirled the very tip of his tongue around the very tip of one her most sensitive parts, making Venus silently howl with pleasure.

"Haa . . . don't stop, Ben! Ahhh!" Venus pleaded, ramming his thick member harder and faster inside of her, her boots instinctively wrapping around him for support as she continued. Venus' breaths were quick and ragged her now, her eyes rolling into the back of her head as Ben gently bit down on her breast at the same time her pussy walls clenched tightly around Ben's thick member and finally granted her sweet release; sweet and warm nectar seeped out of her pussy lips, coating Ben's still thick member with a glossy yellow sheen that Venus quickly lapped up after reluctantly sliding her boyfriend's pleasing cock out of her.

"So soon?" Ben teased.

"Don't mock me. You're just that good." Venus defended herself with a small smirk as she stood back up and turned around to grab her ass with her hands and spread her legs to show off her asshole. "Lets see if we can't get you to cum as well." she cooed, beckoning him with a gesture of her long, dexterous tongue.

"We are _so_ busted if we get caught." Ben chuckled as he climbed off of the crate of cleaning supplies and came up from behind Venus, pushing her against one of the closet's walls and wedging the tip of his dick into her asshole. Venus viciously bit her lip, swearing she was drawing sap from the veins that ran through her body in the place of blood as Ben edged his thick member deeper and deeper into her asshole until he was up to his balls in her; if Ben thought his ghoul's pussy was tight, her ass was the equivalent of trying to shove a PVC pipe through a hole the size of a golf ball in a wall of semi-frozen gelatin.

"It . . . ahhh . . . feels _so_ much bigger . . ." Venus hissed as Ben pulled out slightly before shoving his cock back into her, grabbing her wrists and pinning them behind her back as she was pushed up against the wall.

"I know this seems kinda private and stuff, but how long have you been waiting for this?" Ben whispered in her ear, gently pushing in and out of her.

"Ever since . . . haaaa . . . you saved me from . . . ahhaaah . . . Zs'Skayr's henchman . . ." Venus groaned slightly, tilting her face back and sliding one of her arms free to wrap it around Ben's head to bring them together once more in a deep kiss.

Despite being as kind and gentle as a ghoul came when she and her loved ones weren't or danger, Robecca still posed a threat to Jane simply by existing, her artificial composition making her slightly heavier than the average ghoul was. For this reason, Robecca lay on her back to avoid crushing her ghoulfriend beneath her as Jane lay on top of her with her lower half over the robot's face and her head hovering over Robecca's over pussy, a simple sixty-nine position. Robecca bit her lip as she felt Jane shift her tongue into the long, slime covered tongue of a chameleon's and fire it off into the folds of her artificial snatch, swirling it around inside at the very edge of the bionic womb Hexiciah had created for her before withdrawing it after a few, heated seconds only to fire it off again. Robecca meanwhile, continued to finger Jane's dripping pussy with now three fingers, holding them together in a fashion similar to XLR8's claws to stimulate what it might feel like to have Ben inside of her at a much more comfortable rate.

Occasionally, Robecca would tilt her head up far enough to add her tongue to the mixture and make Jane moan into her artificial pussy, arousing the robot even further with her pleasure sensors turned up; with her artificial nervous system turned up to its maximum, Robecca then slid four of fingers into Jane's sensitive snatch while thumbing her small asshole with caution, taking careful note to be gentle after Jane's last experience. The shape-shifter however, had taken the small change well and ground her lower half against Robecca's hand and face almost eagerly now using her entire mouth to slurp and suck up the juices that flowed freely out of Robecca's saturated slit.

"Jane are you- ahhh! R-Right there, luv!" Robecca moaned as Jane's nimble tongue brushed past the most sensitive spot of her cunt, her groans becoming louder and more longing as the jungle girl centered her attention on the one spot while simultaneously groaning with pleasure as Robecca continued to thumb her sensitive asshole and even more erogenous pussy; the way Venus was moaning and panting and begging for Ben to pound her ass into oblivion in the background only made Jane wetter, the thought of her own ghoulfriend being driven to such madness by her own scheming. The shape-shifter was cut off by her own thoughts when Robecca's lower half suddenly jolted and splattered warm, wet juices all over her face that tasted distinctly like ginger tea; Jane felt her own lower half do the same under Robecca's skill and rolled off of her once she was sure her second orgasm had come to a full stop, a pleased smile on her face.

"Looks like you've got somethin' on you, luv." Robecca joked as she hovered over Jane. "I think I can clean that up for you." she added, bending down to slowly and proactively trail her tongue across Jane's cheek, licking up her own sweet juices as Jane sat up and began to do the same to Robecca, hungrily lapping up the sweet juices that stained Robecca's bronze cheeks before venturing forward enough to invoke a kiss from her more dominant ghoulfriend's lips, sampling a little of what a small combination of her pussy fluids tasted like; it turned out to be surprisingly pleasing.

"H-How am I doing?" Jane asked after a while; Venus was pressed roughly up against the wall behind them, moaning loudly into Ben's lips as she heavily gripped her breasts while he pounded her from behind her, driving her wild all the while.

"Just . . . perfect, luv." Robecca reassured her with a satisfied smile. "I swear, you've nearly made me overload twice.

"R-Really?" Jane blushed heavily; Ben gave a final thrust into Venus and hungrily grabbed her breasts in his hands, giving them a strong, firm squeeze as he came, shooting his seed deep into her as her green breasts started to turn a deeper shade from the pressure from which they were being squeezed. After several seconds, Ben finally pulled out with a wet plop, hot cum dripping from his pulsing member and Venus' asshole.

"Even better than the last time . . ." Venus smiled.

"I try." Ben shrugged before turning to Robecca and Jane. "Either one of you want to go next?"

"Y-You can go next, Ro . . . Robec . . ." Jane started to say, fumbling over her ghoulfriend's own name as she tried to come up with some sort of loving pet name for her, such as how Venus called her her 'Sweet Mango' on account of her love of dried mangoes. "This is so much difficult than I thought . . ." Jane sighed with exasperation.

"I just call her my 'Copper Beauty'," Ben replied with a shrug, his smile broadening when a small puff of steam escaped Robecca's ears. "As you can see, she seems to like it."

"C-Can I call you that?" Jane asked.

Robecca couldn't say no to the sweet, little ghoul sitting on her knees next to her (not that she would have said no) and gave her a firm hug of comfort. "Of course you can, luv. But are sure you don't want to go first?"

Jane shook her head. "N-No, I'm fine. After all, from what I have gathered, y-uou didn't g-get a chance to mate with Ben the first t-time around." she explained with a heavy blush to her violet cheeks. "I-I . . . I want you to be happy. I-I insist."

"If you say so, luv." Robecca cooed, kissing Jane lightly on the cheek before returning her attention to Ben. "Time to see what I've been missin'."

"Ready when you are, babe." Ben grinned. The robot felt her face heat up as a cloud of hot, warm steam flew out of her ears while she gently lowered herself down onto Ben's thick rod, biting her lip as she felt it edge past her saturated, artificial walls; once she was sure she could go no further, Robecca began to shift her hips back and forth nice and slow, taking her time and relishing in the buzzy feeling her bionic nervous system provided for her. Robecca couldn't quite describe how it felt to have Ben deep inside her while simultaneously outside and pumping her up and down while groping her bronze bust, filling her with even more pleasure; all she could really say was that it felt amazing.

"Aaah . . . no wonder Venus likes this so much." Robecca purred seductively.

"I told you that you would like it." Venus smirked as she continued to lean against and face the wall, giving her ass a little shake to entice Jane to come for her; like a moth drawn to the flame, it worked. The jungle girl crept across the floor of the janitor's closet and rested herself on her knees behind Venus and grabbing hold of her ghoulfriend's ass with her fingers. Taking a cautious sample of the sweet, sugary sap and nectar that dripped out of Venus' fanged pussy before hungrily lapping up the rest, relishing in the delightful taste that reminded her of the juicy mangoes she had feasted upon back home. When that finally ran out after some time, much to Venus' pleasure, Jane moved on to cleaning up her asshole with her delicate tongue, finding that Ben's seed had a surprisingly satisfying, salty taste to it that countered Venus' sweet juices almost perfectly.

"Mmmm . . . enjoying yourself . . . Sweet Mango?" Venus moaned.

"It's surprisingly pleasant-tasting." Jane remarked.

"I thought you might . . . aaahh . . . might like it," Venus purred. "There's something I've been meaning to . . . . haaa mmhmmm . . . ask you."

"What?" Jane slurped, swirling her tongue around the rim of Venus' asshole to get every last drop of cum she could find.

"When the time comes . . . when we're older . . . aaaahh . . . would you want to me or you to bear our children?" Venus asked, biting her lip out of pleasure and molesting herself; oblivious to her ghoulfriend at the moment, the plant monster failed to notice the fierce and intense blush on Jane's face as she sat back down on her knees to take it all in and think. The proposition was bizarre, to say the least, especially now of all such places and times. Then again, Jane suspected whatever Venus might have concocted to arouse them all had somewhat backfired on herself, making her hormones skyrocket and turn to such thoughts at such an early stage in life.

"I-I . . . I'm not sure how to respond to that . . ." Jane blushed a deep crimson.

"You don't have to if you don't want to." Venus smiled warmly, turning around to crouch down to Jane's level and lay a comforting hand on her shoulder. "It's just something to think about . . . for a long time. Of course, I'd love to have children with you, Robecca, or Ben someday. _Especially_ Ben." she added with a slight whimper, her fingers edging down towards her slit to give it a small rub to ease her ebbing pleasure. "In the meantime, are you enjoying yourself so far?"

"Immensely, actually." Jane admitted with a deeper blush; she mentally swore to herself that if she turned any redder, she would faint dead away with lack of blood and oxygen in the rest of her body. "I can't believe monster teenagers really resort to false mating on such a regular basis."

"It's not as common as you think, actually." Venus corrected her. "We only really do it if they _really_ like a certain someone. I'm sure Deuce and Cleo have had a night or two. Maybe even Draculaura and Clawd."

"L-Lets not jump t-to conclusions." Jane gulped, her throat dry from such thoughts. "I . . . do have . . . a question, though. Really, it's more of . . . a concern."

"What is it, my Sweet Mango?" Venus cooed, caressing Jane's cheek lovingly.

"I-If I do this with Ben . . . w-will it hurt again?"

Venus shook her head. "It should only really be painful the first time. And I promise, Ben will be _very_ gentle and I'll keep my grubby, little mitts away from you as far as possible." she joked, tickling Jane's bare, exposed stomach with her claws; the jungle girl giggled slightly, leaning into Venus' embrace and resting her head in the crook of her neck and breasts.

"Promise?" Jane asked, her voice muffled as she mumbled into Venus' cleavage.

"With all my heart." Venus nodded, kissing Jane softly on the head and leaning back against the wall with the shape-shifter resting on her, recovering from the great amount of love making between the the four of them and simply enjoying her ghoulfriend's comforting embrace; she would have also snuggled up to Robecca, the robot actually being surprisingly comfortable around her furnace, but she was occupied for the time being.

'Occupied' however, did not seem to quite fully apply to what Robecca was right now. She wasn't quite put her metal finger on what she was feeling right now as Ben slid in and out of her, tensing his fingers against her strong, grasping hands. It felt odd to have her boyfriend buried deep within her and yet incredibly wonderful at the same time, if her primitive nervous system wasn't failing her; but that was only scratching the surface of what she was feeling right now, the feeling indescribable in mere words. All Robecca could really do was keep her pleasure sensors at a low enough level that it didn't overload her systems as Ben rammed his thick rod into her, pounding the end of her passage while her optical sensors rolled into the back of her head from sheer pleasure. She wasn't even sure how she would react when would finally cum, nor if she actually could, but if the way Ben was increasing his movements, firmly grabbing her thighs and dropping her harder and faster than before was anything to go by, she was going to find out soon.

"Luv . . . aaaah . . . haaahaa . . . I'm gonna . . . I don't know how-" Robecca moaned, her artificial respiratory system going into overdrive as he breaths became quick and ragged with increasing time. Her artificial walls were clenching and unclenching tightly, suffocating Ben's thick member deep inside her until Ben gave a final grunt and pinned her down onto his throbbing erection; Robecca's felt her optical sensors roll so far back into her head, she could swear she could see her own computing system while Ben's hot semen shot deep into her artificial womb for what seemed like hours until he finally came to a stop and released his grip on her.

"Mmmm. Not bad for a first time." Robecca moaned happily as she lifted herself off of Ben and slipped a pair of metal fingers into her dripping slit, sampling a small lick.

"There's . . . not gonna be any sort of consequences for this, is there?" Ben asked, slightly worried. "I'm not gonna be a dad anytime soon, am I?"

Robecca giggled slightly and pecked Ben affectionately on the cheek. "Nah, you're alright, luv. Dad said I was able to turn that special gear on and off whenever I'm ready. You can use me as much as ya need or like, and nothing'll happen."

"That's a . . . comforting thought, I guess." Ben shrugged.

"It means more fun for us." Venus joked lightly as she softly stroked Jane's head and shook her awake from the small nap she had been taking. "You're turn, Sweet Mango. That is, if you're up for it." she cooed affectionately. The shape-shifter blinked blearily and stretched like a cat, giving Ben and Robecca a good few of her exposed, wet slit until she sat on her knees and rubbed the sleep from her eyes.

"I-It won't hurt, will it?" she asked nervously.

Venus shook her head. "No, you should be fine. Considering I got fucked in every available hole first time around, you should be safe."

"And if not, I'll be as gentle as possible." Ben promised her. "Though . . . you might have to wait a while." he added, glancing at his limp, cum-stained cock.

"I think Jane can fix that, luv. What say you, darling?" Robecca smirked slightly as Jane's lavender face blushed a deep crimson in color. While Jane made her way back over to Ben, Robecca returned to Venus and sat down on the floor, parting her legs to allow Venus to kneel down and hungrily slither her tongue into Robecca's artificial, sensitive slit and lap up Ben's seed from within, wondering if she could somehow store it within and then use to fertilize herself when the time suited her. Then again, she was pretty sure Ben was not ready to become a dad just yet or so soon; Venus mentally cursed herself for being so careless in the amount of hormone-inducing toxins she had created and released before the little love fest.

"You sure about this, Jane? Knowing how things went down last time . . ." Ben trailed off, giving the jungle girl a final chance to back out; one look at Jane's determined and slightly irked expression told him all he needed and he sat back on the crate to allow her to do what she wanted with him. Despite being somewhat eager to try it on her own, Jane gulped nervously as she started, taking Ben's limp cock in her fingers and stroking it, massaging it with her fingers as she gave the sensitive tip a small kiss. The pulsing organ stiffened quickly in her hands, prompting the shape-shifter to give the head a cautious lick, sucking on it slightly before edging farther and farther down, slowly swallowing more and more of this thick member in her mouth.

"Mmmmhmm . . . have taking lessons from Whisp?" Ben groaned.

"Lilith, actually." Jane admitted with a muffled voice as she swirled her tongue around Ben's hardened member, quietly moaning as she worked; she felt Ben place his hands on the back of her head, forcing her further down his thick erection, though noticeably not with enough pressure that Jane couldn't resist if she so chose to. This and the low moans of Robecca as Venus ate her out and cleaned her up kept Jane going despite how considerably jittery she was, wondering if she was doing everything right as she bobbed her head up and down on Ben's cock.

After a few more minutes of lubrication and bringing Ben's tiring cock back around, Jane it a final kiss on the tip before standing back up and turning around, gripping her ass and spreading her legs apart in a teaseing manner; at least, that was what she hoped it was. Jane craned her neck to look over her shoulder as Ben climbed up off of the crate he had been sitting on for the majority of the time and came up behind her, resting his head on her shoulder as he softly kissed her cheek and collarbone area, gently biting her neck as he teasingly poked and prodded her damp pussy lips with his stiff rod.

"N-Not there, B-Ben." Jane moaned slightly. "N-not yet."

Ben blinked with surprise. "Then where do you . . ." he wondered before realization crossed his face. "You can't be serious? After what happened last time?"

"Ben . . . aaaauuhhh . . . h-has a point, l-luv." Robecca moaned. "Are you . . . ahhhhaaa . . . you sure about this?"

Jane nodded. "I-I . . . I am. Even with my powers, e-even with you four supporting m-me every step of the way . . . I'll never make it out on my own if I d-don't take risks. I-If that means taking it full in my ass is the first step . . . than so be it." she sucked in a deep breath to calm her jittery nerves.

"If you insist." Ben relented quietly after a while. "But I'll still try to be gentle."

"P-Please do." Jane whimpered, wondering whether or not if it was too late to back out now as Ben wrapped his arms securely around her and easily lifted her small frame off of the floor, turning around to place her on her back on the crate of cleaning supplies he had been sitting on earlier. Jane held her breath and bit her lip as Ben aimed his pulsing member slightly lower and slowly prodded the rim of her asshole, carefully edging it through an inch at a time and not slamming it into her like he had unfortunately been conned into doing last time. The jungle girl was holding back a combination of satisfied moans and pained screams as Ben pushed himself deeper and deeper into her until he suddenly lurched forward the rest of the way with a wet pop; Jane was only able to let out a startled yelp of surprise and pain before Ben swiftly leaned forward and captured her lips in his, silencing her.

The shape-shifter whimpered as she wrapped her arms around Ben's neck and shoulders, hugging him tightly and kissing him deeply to distract herself from the stinging pain in her lower regions as he slowly pulled out of her slightly before pushing back in; Jane sweetly kissed him, rimming his lips with her tongue before she slithered it into his mouth, a deep moan escaping her lips as Ben lashed out with his own tongue against hers, striking it repeatedly and beating it into submission while his pace quickened.

"Ben . . . ahhh! D-Don't . . . don't stop . . . haaa!" Jane moaned.

"Don't plan to," Ben grunted. "Sphinx, you're tighter than before." he added as he thrust in and out of Jane, pounding and ramming her ass now that she was getting into it and wasn't crying out in agony; the shape-shifter's breaths were short and quick as her anal walls clenched and suffocated around Ben's pulsing member, constricting it as Ben gave a final shove and came quick and hard, shooting his load deep within Jane. The jungle girl lay back on the crate as Ben rested on top of her, his throbbing cock still inside her as he tentatively kissed her lips and neck, tracing his tongue around her collarbone before gently biting her ear.

"Satisfied?" he whispered in her ear.

"N-Not yet. I-I haven't . . . haven't cum yet." Jane breathed shakily; Ben nodded and stood back up, gently pulling his thick rod out of her sensitive ass and giving her sweet release while he flipped her over onto her stomach. The jungle girl moaned and bit her lip as Ben taunted her once more, sandwiching his cum stained cock between her ass cheeks; Jane stopped him for a second, turning around to take his member in her mouth and lap up the semen that dripped from his erect member, savoring the taste before she rested back on the box again and allowed Ben to push himself into her dripping wet pussy. The jungle girl bit her lip to stifle a loud, drawn out moan in the back of her throat as Ben slowly pushed into her, going deeper and deeper until he was at the end of her passage, the very tip of his member nearly stabbing into her womb; after a slight pause, Ben started to move again, placing his hands on Jane's slim shoulders for support as he slowly fucked her from behind, going nice and easy.

"Jane's . . . really enjoying herself, isn't she?" Venus remarked once she had thoroughly cleaned out Robecca's artificial folds (and then some).

"Quite. I'm sure she appreciates not being hassled and tampered with." Robecca agreed.

"You're never going to let me live that down, are you?" Venus sighed.

Robecca smirked slightly. "I'll keep it my memory banks just in case you need a little reminder." she said, sitting up against a wall and grabbing Venus by the shoulders to drag her towards her; the plant monster caught on and lovingly cuddled up to the bronze beauty, nuzzling her head into the crook of her neck and resting her cheek on her copper breasts, finding them to be surprisingly soft compared to other metals she had the misfortune of encountering (Venus was not fond of gardening tools). Robecca hugged warmly and kissed her forehead while turning up the temperature of her interior boiler to allow a subtle warmth creep through her skin; after much experience, Robecca learned that the plant monster was fond of warm environments, preferably humid ones too, such as the Monster High greenhouse. Of course, robots and water didn't exactly mix well, so Robecca had to make do with only her boiler to make Venus nice and cozy. Not that she minded.

"Harder, Ben . . . mmmhmm, harder . . ." Jane moaned as Ben rammed into her.

"Sphinx, whatever Venus sprayed must have really affected you." Ben noted as he quickened his pace and thrust harder and deeper into Jane, his balls slapping loudly against her as Jane rested her head on the crate and gripped its edges tightly while Ben fucked her. She was biting her lip so hard just to keep from being discovered that she was sure she was drawing blood and from the way her body jolted and bounced every time Ben slammed into her, she could swear he had actually managed to punch his way deep into her womb, a thought that frightened her slightly at the thought of unintentionally getting pregnant. Jane was sure she was mentally exaggerating herself though and merely enjoyed the sensation of Ben's thick member deep inside her.

"Ben, I'm gonna . . . I'm gonna-" Jane tried to say before she finally came, the massive and intense orgasm shuddering her entire, frail body; Ben held onto her tightly, supporting her as her entire body trembled and shook for what seemed hours on end before ending.

"That . . . that was _incredible_ . . ." Jane breathed as Ben slowly slid out of her.

"For you yes, but I still have a problem." Ben nodded, looking down at his still hard, cunt juice covered cock.

"I think we can all help you with that, luv." Robecca purred as she and Venus crawled over to him and sat on their knees in front of him with Jane taking a spot between her two ghoulfriends. With seductive smiles on their faces, each ghoul took a part of Ben's hardened member, Venus taking one side, Robecca taking the other, and Jane coming up the middle to suck on the very tip while her ghoulfriends took to licking the full length of Ben's hard member; it took little time for Ben, with three seductively sexy ghouls pleasuring him at the same time, to quickly cum despite his efforts and strain to hold it in as long as he could. It was all for naught though as he came one last time and sprayed his seed all over the three, eager ghoul's faces.

"I'm done. You ghouls've worn me out." Ben panted, collapsing back against the crate of cleaning supplies. "I have got to be the luckiest guy on the planet."

"And we the luckiest ghouls," Robecca smiled as she licked some of his warm semen off of her face before grabbed a spare rag and wiped off the rest, turning to Jane to gently scrub her own mess off of her face clean; Venus did not require any help thanks to her long, slimy, dexterous tongue "While this has been fun, we should be getting' back to class, mates. Before we get caught."

The door to the janitor's closet rattled slightly before banging open, a startled yelp catching the ghouls and Ben's attention as Heath burns stumbled through and to the closet door, landing flat on his face; Robecca and Venus immediately yanked down their shirts and covered the rest of themselves up as Ben stuffed his dick back into his pants while Jane simply morphed into the form of a small, frightened mouse out of sheer habit. With a groan, the fire elemental peeled his face off of the floor and looked up at the small group with a sheepish grin on his face.

"Uh, any chance you might have room for one more?" he chuckled nervously.

"Sorry, dude. Party's over." Ben frowned as he tapped the Omnitrix and selected an alien before slapping the activation button and encompassing himself in a blast of green light. His skin hardened into a texture that was crusty to the touch yet very smooth as it turned a blueish-purple in color, a few dark spots appearing on his expanding shoulders. Muscles and tissue squelched and slapped against each other as Ben's figure swelled in size; his bones crunched and ground heavily against each other as they became thick and design to support a considerable amount of weight, made evident by his slightly portly figure. Every last hair on his head and body disappeared, slurped back inside of him like strands of noodles as metallic nozzles thrust themselves out of his broad, rounded shoulders and bloated forearms and connected to a special circulatory system that was forming inside of his body, safely away from the veins and arteries that allowed his blue blood to flow through his body and through his eight chambered heart. More nozzles embedded themselves into his body as his toes melded together to form single digits that were quickly obscured by the sudden appearance of a green colored containment suit of some kind with green gauntlets and large white gloves that fitted around his grubby fingers. A breathing mechanism similar to a gas mask of formed around his face and covered his mouth as a few more nozzles sprouted from his bald head and the Omnitrix formed over his mouth, completing the transformation as a clear glass pane appeared in his gut and allowed dull view of a variety of unusual and mysterious chemicals swirling and floating around inside of his intestines.

"'Xcuse me, ghouls, but, uh, do ya mind holdin' your breath fer just a second?" Gutrot asked kindly as the various chemicals in his bowels swirled and collided together, steadily mixing together.

"Wiat, what are you-" Heath started to say.

"Fire in the hole!" Gutrot interrupted; Venus and Robecca clapped their hands over their faces, the later of the two grbabing hold of Jane and momentarily tossing her into her chest cavity for protection as a thick, vaporous, green gas hissed out from the multiple nozzles and spouts that decorated Gutrot's body and enveloped the entire janitor's closet and surrounding hallway. Heath coughed and hacked from the horrific smell before collapsing to the floor with a groan while Robecca and Venus waved their hands in front of their faces, not daring to breath until the cloud of toxic gas had all but dissipated a few minutes later and allowed them to safely breath.

"Ben . . . what was that?" Robecca coughed.

"Fluoromethyl-hexafluoro-isopropyl-ether." Gutrot casually replied with a shrug.

"Um . . . translation?" Venus asked.

"Sevoflurane." Gutrot explained.

"Still not following."

Gutrot sighed. "Ironic that I'm the one educatin' you when my worst subject is chemistry," he grumbled under his breath. "It's commonly used as an anesthetic of sorts, but it's also useful as knockout gas with short-term memory loss as a handy side-effect." he chuckled, lightly kicking Heath's limp form.

"S-So, Heath w-won't remember spying o-on us?" Jane wondered nervously as she was let out from inside Robecca and resumed her original form once she was sure the coast was clear; the shape-shifter then quickly proceeded to find and return her clothes to their proper places before anyone else could see them in their semi-nude forms and thus receive a face full of noxious gas as well.

"Yep. Won't remember a thing." Gutrot nodded before something occurred to him. "Boy, when he wakes up, it'll be a _gas!_ "

"Ben, you know we love you, but stop with the jokes. They're just getting worse." Venus shook her head with amusement.

"That, or come up with better ones." Venus added.

"Oh, come on!"

 **Well, there we go!**

 **As I may or may not have stated before this lemon series is definitely in the making but unlike _Once Upon a Tennyson, Cupid's Crystal Ball,_ or my _Total Drama_ series, this won't be updated on a basis or schedule of any kind; it's mostly for when I need a break from writing my other stories and just need to write something different.**

 **Once again, leave your ideas and suggestions down below for what could or might happen in future chapters! I'm always open to new ideas!**

 **As always, comment, review, suggest, and request down below!**

 **Hasta Luego!**


	4. To be Human

**And here we are again!**

 **So I got some decent feedback from the last chapter that I was very pleased about. And perusing through them, there were several requests and ideas that, lets face it, _really_ turned me on. However, I always have to go with the one that got the most requests-**

 _ **Well, you don't**_ **have** ** _to._**

 **What the- Maddie!? What are you doing here!? I thought you only tortured me during _Once Upon a Tennyson_ and _Cupid's Crystal Ball_!?**

 _ **Well, I do, silly! It's just that just making your life miserable and wonderlandiful at the same time for only two stories is**_ **soooooooo** ** _boring! So, I thought I'd pop in over here and see if I could help!_**

 **Well, uh, okay. I mean, you could help out and stuff but this is kinda-**

 _ **Oh, don't worry about me, silly! I'll be fine!**_

 **If you say so . . .**

 _ **I could always help you . . . calm down a little, if you want . . .**_

 **Uh, no thanks. Anyways, I figured that since the review answers were so popular for _Once Upon a Tennyson,_ I might as well do it here, too! Maddie may or not drop in every now and again (I'm voting for the later option. Dealing with her for one story is bad enough), but I'll always be here! So, without further ado, onto your reviews and questions!**

 _ **spurlingpatricksean2 –**_ **I technically already discussed your review with you in a PM so . . . yeah.**

 _ **marshman101 –**_ **Then I hope this chapter gives you another one, too!**

 _ **Menatron the Angel of Ideas – Gracias, mi amigo.**_

 _ **Karlos1234ify –**_ **Thank you, thank you for very much (I don't do Elvis justice)!**

 _ **Unknown –**_ **Actually, yes. Sooner than you think, too.**

 _ **Darkness Rissing –**_ **Yeah, Avea's gonna be a little difficult. I have an inkling of an idea, but it might be considered a cop out of sorts. As for Ghoulia and Twyla, you'll have to wait a little more on the former than the later.**

 _ **maverickmoxey2000 –**_ **Considering Venus' unique physiology, that seems plausible. Though I suspect she can willingly clench her vagina muscles to trap the penis of unworthy mates and would be rapists and then secrete a toxic, acid-like juice from glands inside of her as opposed to the fleshy, teeth-like protrusions actually being capable of tearing through flesh; after all, lots of animals and plants have this sort of camouflage working in their favor. As for Skelita, Spectra, and Vandala (among other ghouls), you'll have to wait a little more. Your poll idea could definitely work and your suggestions are definitely promising.**

 _ **Are you done?**_

 **Yes, Maddie, I'm done.**

 _ **Ah-HA! You lier!**_

 **What!? What did I do now!?**

 _ **You forgot to tell everyone who this chapter was about!**_

 **I leave it up to them to figure out. Now, are you quite done interrupting me?**

 _ **Yep!**_

 **Good. Now, as always, comment, review, suggest, and request down below!**

 **Onward!**

"He was so good!" Whisp moaned happily, leaning on the table with a dreamy expression on her face.

"As I recall, you were nearly torn in half." Frankie chuckled, trying to ignore the disgusting, pink glop with multiple, blinking eyes sitting on the plate in front of her; despite receiving multiple complaints from both students and staff, the food in the Creepateria never seemed to get better. As of that moment, Frankie was holding it off with nothing more than a plastic fork and was slowly losing ground.

"I hope you can hold off for the rest of the day, ghoul." Clawdeen shook her head, sending her auburn and chocolate curls shaking back and forth. "Sphinx knows you don't want to be caught . . . getting off in class." she added in a hushed tone after figuring that it would be both inappropriate and awkward to talk about their birthday present to Ben, something both he and the ghouls had greatly enjoyed.

"I don't think _I'll_ have that problem." Spectra giggled slightly, her translucent figure vanishing before the ghoul's very eyes within a matter of seconds; Clawdeen could tell that the ghost was still there by a scent, an aroma of sweet lavender, paper, and coldness that made shivers travel down the werewolf's spine before Spectra flashed back into view again.

"I don't know about you, but I wouldn't mind going another round with Ben." Venus smirked seductively, wrapping an arm around Jane and hugging her close to the plant monster; ever since their little adventure in the janitor's closet, the two had practically been inseparable and closer than they had before. Jane blushed a deep red in Venus' embrace and didn't flinch in the slightest when the plant monster affectionately pecked her on the cheek and nuzzled her lovingly. "What about you ghouls?"

"I think I'll hold off until I'm older." Frankie shrugged. "I mean, I know it was for a special occasion and all, but I don't think my parents would want me doing that too often."

"Well, count me in!" Whisp grinned enthusiastically. "I could fuck him for an eternity and never get bored!" she sighed dreamily.

"Speaking of Ben, where is he?" Jane wondered, glancing around for any sign of the boyfriend she shared with the ghouls currently sitting at the lunch table and then some. A sudden noise like that of metal clanging and clashing together caught the ghoul's attention as they all turned towards the hallway to see Diamondhead taking several steps backwards, swinging his long, blade-like arm back and forth before stabbing it forward and swinging it up to block the strike of a smaller, metal sword that was wielded by a massive, purple tentacle. Two more tentacles slithered onto the scene wielding swords of their own, raising them to try and slash at the Petrosapien; Diamondhead effortlessly parried and blocked the blow before thrusting his own, crystalline blade forward and stabbing it clear through one of the tentacles. A loud, horrible screech filled the air as black blood oozed from the wound and onto the floor, leaving a long trail as the tentacles retreated back to the Deep End to heal.

"En guarde!" Diamondhead cheered victoriously before racing after the remaining tentacles with vigor.

"That's Ben for you." Clawdeen laughed.

" _Si._ That is Ben." Skelita sighed glumly, resting her skull in her bony palms and her elbows on the table; the majority of the ghouls at the table were blissfully unaware of Skelita's downtrodden expression. It wasn't that the skeleton wasn't happy that she was in a relationship with Ben, no, she was very happy with him. And she didn't mind sharing him with other ghouls either, that just meant more friends and more love to go around for everyone. What was bugging Skelita the most was where she currently stood with Ben; she knew that he loved her and she loved him with all her nonexistent heart, but . . . compared to the other ghouls, she wasn't sure she stood out enough. In the past, she had never been concerned with such things, but now that she was in a relationship that she didn't want to end any time soon if ever, such thoughts started to creep their way into her cranium.

Rolling her eyes to look down at herself and then sneak peeks at the other ghouls, Skelita couldn't but feel slightly envious of them; they all had such wonderful, beautiful bodies in comparison to her own with wide, slender curves and busts of varying sizes. They all had fur or skin or scales to cover their muscles and pulsing, throbbing organs within, and they all had just gorgeous eyes and hair to look at and admire. Skelita had those last two, but everything else she was significantly lacking in: she had no lungs, no heart, no organs of any kind to speak of (which made actually eating a slight issue. It was not something pretty to look at nor watch), no muscles or skin to admire, and certainly nothing appealing in the sexual fulfillment department to speak of. For Ben's birthday, she had given him a dream catcher that she had hand crafted together with the utmost care and delicacy as possible, her bony fingers allowing her to work quick and flawless; but the gift, the simple hoop of green string decorated with black and white feathers and single, heart-shaped rock suspended in the center by said strings, paled in comparison to Whisp's slender curves, Frankie's full lips, Venus' sizable breasts, or Spectra's alluring figure. Even Jane managed to outclass her!

In a word, Skelita was feeling depressed. Or at the very least, downtrodden.

Her thoughts were shaken from her when the battle gave a shrill rattle, signaling that lunch was over and it was time for the students to return to the daily torture that was classes; as the ghouls got up from their table to scurry to class while simultaneously hoping they would be able to snag something actually edible along the way, Clawdeen grabbed Skelita by the ulna and dragged her through the crowd of students and towards the wall.

" _¿Qué?_ What is going on?" Skelita asked.

"Ghoul, what's the matter?" Clawdeen responded. "You look gloomier than a mummy in a rainstorm."

"It is of no concern." Skelita lied.

"Skelita . . ."

The skeleton sighed with defeat. "I suppose I am . . . envious."

"Of what? Who?" Clawdeen raised an eyebrow.

"Of you and the other ghouls," Skelita deflated slightly, rubbing her bony arm with discomfort. "I am . . . just not use to talking about such things. My unique physiology does not really allow me to participate in such activities outside of my species."

"What about Bonita?" Clawdeen wondered. "I mean, her parents must've done it at one point in order to have her. Simple laws of existence and biteology and all that."

" _Si._ Bonita is a rare case." Skelita nodded. "Most hybrids do not survive the fetal stage due to unstable DNA or similar problems; to put it quite simply, the invisible, little builders that make a baby are unable to read the directions on how to make it."

"Ghoul, I'm sixteen years old and I've taken Biteology. I already know all this." Clawdeen rolled her eyes. "But why are you so depressed about it?"

Skelita sighed unhappily. "I . . . suppose that I am worried that Ben will lose . . . _interest_. . . in me. You all have something that I can not provide." she explained with a crestfallen look. "I do not have anything to offer him."

Clawdeen frowned and tapped her chin in thought; she knew that Ben cared for all of his ghouls just the same, but she couldn't doubt that compared to other ghouls such as Nefera, Lilith, or Whisp, she was more than lacking in just about every department out there. Really, the only thing that Skelita lacked was skin, organs, and flesh all together, an unfortunate trait shared among all skeletons. Thus, this almost negated her ability to breed with most other species, though Bonita's sheer existence seemed to somehow be the one exception.

"What if . . . there were a way to make you more pleasing to Ben?" Clawdeen wondered, an idea forming in her head.

"Such a way would be greatly appreciated." Skelita nodded, glancing down at her skeletal fingers and silently wondering what it would feel like to have soft skin, strong muscles, and hot blood flowing through her body.

Clawdeen grinned. "Ghoul, I think there _is_ a way. You remember our trip to Haunted High?"

" _Si._ Despite our many misadventures, it was most enjoyable." the skeleton agreed.

Clawdeen smiled toothily and Skelita briefly wondered if the werewolf was contemplating on stealing one of her femurs. "I think it's time we pay Twyla a visit."

"Someone call?" a slightly depressed voice spoke up; despite her sensitive nose and ears, even Clawdeen was startled as Twyla fluidly emerged from the werewolf's own shadow as if it were as simple as walking through a door. The Boogiegirl gave a small smile as she dusted off her arms and skirt before turning her attention back to Skelita and Clawdeen, the former clutching the area over her rib cage where her heart would have been had she had one (which she did not).

" _¡_ _ _Ay__ _,_ _ _caramba__ _!_ Twyla, you nearly gave me a _ataque al corazón!_ " Skelita exclaimed, gasping for breath.

"You _do_ see the irony in that, right?" Twyla cocked a eyebrow.

" _Si._ The irony is not lost on me." Skelita sighed with a dejected tone.

Now the Boogiegirl was intrigued. "What's her nightmare?" she asked Clawdeen.

"Um . . . well, Skelita's feeling kinda . . . lacking in certain departments." Clawdeen explained uncomfortably.

"Which ones?" Twyla wondered.

" . . . All of them." the werewolf admitted. "But . . . mostly the sexual division."

Tywla felt her eyes widen and her pale, gray face warm up, turning a beet red in color at the response. "Uh . . . okay, then." she finally mumbled quietly after a while. "Regardless of . . . _whatever_. . . it is you plan to do with it, I think I may have a solution to your problem."

" _¡Por favor!_ Tell me!" Skelita begged Twyla, grabbing her by the front of her shirt and shaking her violently to the point where the Boogiegirl couldn't see straight until Clawdeen was kind enough to pry the skeleton's bony fingers off of her; for a skeleton who didn't have a single shred of muscle on her bones, she was quite strong.

"Follow me." was all Twyla said as she blinked to clear her spinning vision and gestured for Skelita and Clawdeen to follow her out of the Creepateria and down the hallway; Skelita took short note of Venus and Jane as the former passionately made out with the later by her locker and began to wonder what it might feel like to have lips and have them pressed against Ben's, should Twyla's idea actually work. She wondered what it might feel like to have muscles and soft tissue around her bare bones, to have delicate skin that was uniquely sensitive to touch and temperature, to finally be able to feel grass and earth and snow in a way she was never able to before. She wondered what it felt like to sweat, to have a heart beating strongly in her chest, to have lungs in her breasts that inhaled and contracted every few seconds, to actually be able to feel _pain._ And she began to wonder what it might feel like to have Ben touching her new body, to have him kiss her as passionately as Venus and Jane were, to have him gently molest her new breasts and have him inside her and tell her that he loved her more than the world itself.

She was focused on wondering, that she barely noticed they had come to a stop until she stumbled into Twyla's back; the Boogiegirl gave her an odd look while she dug around in her pocket and pulled out a small black key that she slipped into the lock of one of Monster High's janitor closets and turned it. The lock clicked and the door opened up into a large, spacious mansion: Twyla's house.

"Boogie key?" Clawdeen guessed.

"Boogie key." Twyla nodded as she stepped through the door and into her house without a second thought. Skelita and Clawdeen were close behind, closing the door behind them and finding that they had emerged from one of the Boogie Mansion's broom closets as if they had just walked in through the front door; despite having already been inside Twyla's expansive house, the two ghouls were still amazed at the size and complexity of the place, the hundreds of doors and hatches that covered the walls and ceilings and floors acting like the world's hardest maze that Twyla naturally knew like the back of her hand.

"Your house never ceases to amaze me, Twyla." Clawdeen remarked with an awed tone.

"Thanks." Twyla smiled. "It's through here." she added, opening a door that led into a small bathroom but opened up in a closet farther down the hall; while Skelita felt her head reel from the sheer complexity of the place, their Boogiegirl guide didn't seem the slightest bit effected as they walked down the hall and entered the kitchen only to then appear clear on the opposite side of the house walking out of a second bathroom and into Twyla's own bedroom door. They then found themselves walking out onto the third floor of the Boogie Mansion and climbing into a hall closet that opened up on the ceiling and allowed them to walk along the upper surface, defying gravity.

If it wasn't the myriad variety of doors that seemed to lead the three of them in a random maze around the Boogie Mansion, it was the mirrors and paintings that lined the walls; several of the mirrors often did strange things to their appearance, distorting their figures until they looked like walking trees or bloated pufferfish and even a mirror that managed to turn them completely inside out before rectifying the error in the following mirror. The paintings however, seemed to move on their own accord, winking at Skelita or throwing rude gestures at them that they tired to ignore.

"Here we are." Twyla finally said as they came to a stop in front of a pair of tall doors.

" _¡Claro!_ The Boogie Sand!" Skelita exclaimed, mentally slapping herself for not remembering the little incident involving the magic sand more clearly; how could she forget turning into a ghost, feeling lighter than air, and discovering a whole new school and dimension? The tall pair of doors opened up into a dark, circular room with dark gray walls that was only differentiated from pure black by a single candle-lit chandelier that overhead and cast a dim glow through the room. Instead of more doors that they could possibly get themselves lost through, there were instead shelf after shelf of glass vials and bottles locked away safely behind glass doors. Inside of the bottles and jars were all manner of sand ranging from pure black to snow white and every other color in between; there was so much sand that some actually seemed to be mounding together into piles on the floor as the high ceiling above them made Skelita feel as if the entire room was connected to every floor of the Boogie Mansion.

"Wait right here," Twyla instructed as she climbed up a ladder to examine the shelves more closely. "And _try_ not to touch anything."

" _Si._ I will try not to- _WHOA!_ " Skelita yelped as she tripped over a lose floorboard and fell face down in a small pile of sand, her entire, skeletal figure engulfing itself in a cloud of glittering, yellow sand; Twyla sighed and pinched her brow before returning her attention back to the shelves of Boogie Sand to find the one she needed, while making a note to find werewolf sand as well, just in case.

"What are you, ghoul?" Clawdeen coughed, waving her hand in front of her face.

"I . . . do not know." Skelita admitted from within the slowly dissipating cloud of sand.

"If I were you, I wouldn't look directly at her." Twyla advised without looking away from the shelves.

"Why?" Clawdeen raised an eyebrow when a loud hissing noise caught her attention; knowing the sound all too well from her many encounters with Deuce Gorgon and, to a lesser extent, his cousin, Viperine Gorgon, the werewolf quickly averted her gaze from Skelita as the cloud of sand finally cleared to reveal her new form. Pale orange skin covered her bones and sharp nails tipped her delicate fingers as Skelita looked over them, cautiously touching her new skin and feeling the muscles contracting and squeezing underneath. She put a hand to her left breast, mildly surprised to find a mound of flesh there above her now beating heart that pumped blood through her new circulatory system; she flickered her new, forked tongue over her lips and found that she had sprouted a pair of serpent-like fangs that curved slightly out past her now full lips. What attracted the most attention however, was the slithering and writhing nest of corn and coral snakes that hissed loudly and sampled the air with their little, forked tongues while remaining firmly attached to Skelita's scalp.

" _Ayuda._ " Skelita gulped nervously as she closed her eyes to avoid looking in the reflective surfaces of the bottles and jars and cabinets while simultaneously trying to not turn Clawdeen into a lawn ornament.

Clawdeen didn't dare look at the skelton-turned-gorgon and quickly bent down to scoop up a handful of sand that she quickly tossed at Skelita's face, hoping she hadn't turned her fellow ghoulfriend into something dangerous or life threatening to both parties; an image of Draculaura and Ben flopping around like fish on the deck of a ship shot through her mind after the two of them had been accidentally turned into mermaids.

"Clawdeen, I do not mean to trouble you again, but . . . I do not believe this new form works in my favor." Skelita coughed as she emerged from the cloud of purple sand, covering her mouth as she did so only to find that she didn't actually hand or even a mouth to do so. Looking over herself, Skelita found that she was covered in fiery scarlet and yellow feathers that gave a small amount of smoke; a pair of broad, powerful wings had taken the place of her arms with strong looking talons replacing her feet. Luscious plumage sprouted into a small crest from the back of her head and formed a luxurious tail that draped slightly against the floor.

"A phoenix. Had to be a phoenix." Clawdeen wrinkled her nose at the faint scent of smoke. Knowing full well that Skelita could burst into flames and burn down the Boogie Mansion with both her and Twyla still in it at any second, Clawdeen grabbed a fistful of cyan colored sand and tossed it at Skelita, hacking and coughing once more as the glittering sands obscured her vision once more. A grunt escaped her throat as she was suddenly slammed in the gut and pressed up tightly against a wall by something wet and slimy that writhed and convulsed continuously as Clawdeen's line of sight finally cleared once more.

Taking up a vast majority of the room yet somehow managing to miss Twyla as she quietly perused the many shelves of sand was a gigantic, black Kraken with a massive mantle and eight tremendous tentacles that thrashed and cracked the air curiously; one such tentacle had pinned Clawdeen tightly to the wall, revealing row after row of spinning hook tipped suckers. Looking down at herself, Clawdeen found that she had also changed as well, her legs having fused together into the long, strong, chocolate brown and spotted tail of a snake while she retained her arms, though they were now covered in scales instead of warm fur. Her ears had been shifted to either side of her head and were pointed as a result, and a forked tongue now resided just behind her venom-filled fangs, allowing her to sample and taste the many aromas and scents the world had to offer instead of actually smelling them.

"A Kraken, a Naga, and a Boogeyman." Clawdeen shook her head. "We sssssssound like the ssssssstart of a bad joke."

The massive, tentacled beast could do nothing but give a wet, warbled screech of agreement while it scooped up a large amount of sand in one of its many tentacles and tossed it over the two of them, the Kraken giving a wet sneeze through its gills before it was changed; Twyla didn't seem to notice in the slightest as she climbed down the ladder and then scaled up a second one.

"This is just getting ridiculous." Clawdeen sighed as she emerged from the cloud of sand as a Chupacabra and face palmed herself; she sat on her lean haunches and half-formed hands, each tipped with sharp, grasping claws. A thin membrane connected her elbow to her thighs and a pair of large, saber-like fangs curved out over her upper jaw to glisten in the low light. She looked around the room, watching Twyla search with a pair of keen, cat-like eyes with dozens of odd, curved spikes thrusting themselves out of her back and head.

" _Si. El perro_ eventually tires of chasing its tail." Skelita agreed. The Boogie Sand had morphed her into the form of a strong, proud Sphinx with tawny colored fur, two pairs of powerful legs tipped with spike-like claws, a feline tail that flickered back and forth on the floor absentmindedly, a pair of broad eagle wings that sprouted out of her shoulder blades, and an oddly human head with dark, black hair that hung down past her shoulders and to her chest, her eyes sharp and golden like that of a cat's. "Twyla, have you succeeded in finding what you are looking for?"

"Plain and Deadening." Twyla read over the label of jar filled with pink sand and tucked in under her arm for later use. She then climbed up a few steps on the ladder to three shelves above the one she had previously been at and scanned the contents before finding one that looked promising. "Howling Mad. Perfect." she said with a small smile before descending down the ladder with the two jars in hand and turning around to find a Sphinx and severely irked Chupacabra waiting for her, a sight that made her raise an eyebrow.

"Didn't I tell you not to touch anything?" she lightly scolded them.

"Then clean up this place. There's sand everywhere! How can we _not_ touch something!" Clawdeen hissed as Twyla handed her the second jar of Boogie sand and gave the first to Skelita; the werewolf-turned-Chupacabra immediately popped open the lid of the jar and poured the entire contents over herself, encompassing her entire form in a cloud orange colored sand and resuming her original, furry werewolf form with a triumphant howl. "Ghoul, does it feel good to be back!"

"Now you're turn." Twyla nodded to Skelita. The Sphinx, lacking any opposable digits of any kind, opened her jaws and closed them around the lid of the jar, twisting her head to the left and unscrewing the top just enough that she could pry it off while keeping it pinned to the floor with her paws; with that done, the Sphinx turned her head to the side and picked the jar up in her teeth, lifting off of the ground and turning her head around just enough to dump it all over her back and swallow herself in a shimmering cloud of pink colored sand that made her lungs feel like they were on fire when she accidentally inhaled the stuff. She could feel the transformation happening, regardless of the fact that it was absolutely painless and by the time the cloud dust had settled, she was something new entirely.

"H-How . . . how do I look?" Skelita asked after she was sure the transformation was over.

"Take a look for yourself, _bonita._ " Clawdeen smiled, nodding with approval as she looked over Skelita's new form; nervous and unsure at what she would find, Skelita turned to one of the many glass cases that stood along the walls of the Boogie Sand room and gasped upon seeing her reflection. A Hexican girl with deep, tanned skin and bright, marigold eyes starred back at her, her black and marigold locks rolled down along her back and shoulders where soft tissue and muscled had enveloped her bones and given her delicate fingers with spongy, sensitive tips and beautifully colored nails. Her black top, multicolored skirt, and family heirloom necklace remained on her hourglass figure, now cushioned by a pair of well developed breasts and ass while simultaneously showing off her long, slim legs and open-toed pumps.

" _Increíble . . ._ " Skelita whispered, touching her face and features as if she could hardly believed any of it was real.

Clawdeen smiled and nodded with approval. "Ben won't be able to keep his hands off of you."

"I'll be honest, I didn't think that would work." Twyla admitted. "Although, I suppose that you were able to turn into a vampire and a ghost the last time we used the sand, I shouldn't be so surprised." she hummed with thought. "So, uh, what _are_ you going to do with your new body?"

"Get Ben to fuck her brains out." Clawdeen replied bluntly, making both Skelita and Twyla flush a deep crimson.

"Perhaps a little less blunt next time?" Skelita suggested, pinching her fingers together for emphasis.

"No promises." Clawdeen grinned as she took Skelita's hand in hers and pulled her towards the door. "You mind sending us back, Twyla?"

The Boogiegirl jolted slightly, shaken free from her thoughts and retaining a flustered expression as she wordlessly dug into her pocket and pulled out the same, black, Boogie Key she had used to bring them there before walking over to the door of the room and slipping the key into the lock, turning it and opening the door for them; the janitor closet of Monster High starred back at them, beckoning them closer as Clawdeen and a now human Skelita bid Twyla good-bye and left her alone, the door leaving an echoing bang as it closed and a furious blush on her pale, gray features.

* * *

Diamondhead panted heavily as he stood over the lip of Monster High's massive swimming pool, a spot so deep that it stretched deep down into the earth's crust, beyond even the reach of the catacombs and harboring who knew what kind of marine monstrosities; even Lagoona and Gil, arguably one of the cutest couples of the school and the best swimmers as well, ventured down there as little as possible for fear of what lurked in the briny depths. And despite being more than capable of handling himself during the worst of times, the Petrosapien decided to heed the warnings and stay clear of the pool's Deep End out of both common sense and at the request of his ghouls.

"You're good," he commented to a trio of thick, purple tentacles that were raised out of the warm waters of the pool like massive snakes that were thicker around than a telephone pole each; a low growl and warbled screech bubbled and gurgled from beneath the pool's surface in response. "Same time next week?"

One of the tentacles rolled and balled its suckered length into something equivalent to that of a fist and snapped it forward, lightly bumping it against the Petrosapien's closed fingers and bobbing the remaining two up and down like enthusiastic heads. With a final wave of its three tentacles, the Kraken submerged back into the abyssal depths of the pool just as the Omnitrix timed out and returned Ben to the world, exhausted and slackened with sweat from his training session with the school's resident sea monster.

"Hmmm. I got time to kill." Ben shrugged upon glancing at the wall clock hung on the wall and discovering he had well over two free periods before he had to attend Dragonometry; most students would have been lucky to garner such free time between their classes, Ghoulia being chief among them, but given his somewhat uncanny ability to attract trouble of all sorts and his sworn duty to watch New Salem like it were Bellwood, Headless Headmistress Bloodgood had been all too happy to grant him such free time.

So as not to offend any of his classmates after such a rigorous exercise, Ben decided it was best to take advantage of the locker room showers and at least make himself presentable to the more sensitive sensed monsters and ghouls; he slipped into the man-sters lockeroom and flicked the lights on, ignoring the foul sea of sweat and an excessive amount of body spray as he slipped off his shirt over his head and slung it over his sweaty back, grabbing one of the spare towels the school offered and heading towards one of the shower stalls. He then drew the curtain shut and kicked off his shoes and socks, stretching and cracking his stiff toes and soles before he then slipped off his brown pants and boxers and tossed the whole lot into the farthest corner of the stall so they wouldn't be dampened by the sudden spray of warm water.

Ben sighed heavenly as the warm water gently pelted against his aching muscles, soothing them greatly and washing away the layer of sweat he had accumulated while fighting the Kraken; ever since he had found and received the Omnitrix that fateful night and the incredible amount of responsibility that came with it, it was always rare that Ben ever got a moment of peace that didn't have him changing into aliens or pounding some bad guy into the pavement or saving the lives of people he didn't know but still valued.

He still missed Bellwood and the friends and family he had come to care about and love over the years, with its unique population that couldn't be found anywhere else in the world, its delicious smoothies enjoyed by patrons from across the galaxy, and the adventurous life he had carved out for himself working as the planet's hero and the galaxy's savior, but here in New Salem, the amount of violence was toned down dramatically if one didn't take into account the sheer amount of insanity Ben had been swamped with upon his arrival. Here, there weren't any super villains plotting world domination or evil aliens hellbent on destroying humanity, but simple people hesitant on sharing a world with creatures that behaved like them but shared much different anatomies. Not too much different than back home, now that he thought about it.

But New Salem had something that Bellwood couldn't hope to offer, and that was the monster friends he had made and the ghouls he had come to love with all his heart. Back home, his relationships never lasted for more than a couple months, mostly thanks to his uncanny ability to draw trouble towards him from across the galaxy and the second life he had all but dedicated every waking moment towards, leaving little time for a relationship. And when it wasn't that, it was because the girls, no matter the species, that had attempted to forge a relationship with him only liked him for his aliens and only his alien forms, seeing his actual form far than desirable.

But here, here in New Salem, a town populated by humans and monsters, he had found multiple loves that he would give his life for without a second thought. Here the ghouls accepted him for his freaky flaws and dealt with his alternate life constantly getting in the way, no matter how often it was. Ben had forged this unbreakable bond with girls that were neither human nor alien and still loved him because he was himself and nothing else.

His thoughts were shaken from him as the lights suddenly went out, plunging the locker room in near total darkness and turning the majority of the room various shades of gray and steel.

"Hey, I'm still in here!" Ben called out with a slightly irritated tone; he was met with nothing but silence and the noise of the rushing water of the shower head against the tiled floor of the shower. Grumbling under his breath, he made a move to pull the curtain open and make a quick dash to the light switch when the rustling sound of the plastic curtain met his ears and he peered into the darkness to see two vaguely human-like shapes standing there, starring at him; the lights suddenly clicked back on, blinding Ben for a second and making him stumble and nearly slip on the wet floor before apair of strong hands caught him and pulled him back up.

"Thanks." Ben blearily blinked his eyes to regain his vision; an intense blush crossed his face when he saw who had just helped him up, a toothy, seductive grin of mischief upon Clawdeen's face as she tightly gripped his wrist. The werewolf had stripped herself of her tiger print top and faux fur-ringed jacket and pulled off her miniskirt as well and carelessly tossed them onto Ben's clothes in the corner, leaving her to stand there in nothing but her pink stockings, purple buckled boots, necklace and collar, and her black panties and lilac, corset-like bra with that ever cunning smirk on her face. The second girl however was both a complete stranger to him and yet somehow vaguely familiar with her black and marigold hair and bright topaz eyes; unlike Clawdeen, she had been stripped entirely of whatever clothing she had, leaving her to stand there with a fierce blush on her face with nothing but a deep orange necklace around her neck to aid her in her feeble attempt to cover her fair C-cups. It almost looked like . . .

"C-Clawd-deen!? What are you doing!?" Ben sputtered. "A-And . . . and is that . . . Skelita?"

The former skeleton blushed a deep crimson as she self consciously covered her sizable breasts with her arms and shrunk back a little. " _Si._ It is me."

Ben was completely baffled. "How . . . I mean . . ." he babbled incomprehensibly, ignorant of the way Clawdeen's toothy smirk was crawling its way across her face while she wrapped an arm around his broad shoulders and rested her head on his neck, playing with a lock of her auburn hair as she did so until realization struck Ben's face. "Boogie Sand?" he guessed.

"Boogie Sand." Clawdeen nodded, absentmindedly tracing the very tip of one of her claws down Ben's sternum and across his pectorals, briefly scraping past his nipple as she did so before slowly scratching him under the chin with a slow, seductive grin. "I don't suppose you'd be willin' to help a couple of ghouls out?"

Ben visibly shudder, his eyes slowly drooping shut as the werewolf ever so slowly, tentatively drew her single, claw-tipped finger along his jaw and down his neck while she carefully sauntered behind him and wrapped her arms around him; her large, D-cup breasts were pressing deeply into his back, slowly arousing him as her hands worked their magic and slowly massaged his muscles and tense shoulders, all while Skelita watched with a quickly reddening face.

"Clawdeen? What are you doing?" the ex-skeleton asked inquisitively.

The werewolf's kept the toothy smile plastered upon her lips. "Foreplay, Skelita. You gotta make sure he's into the whole thing before you start . . . and being solid about your choices isn't a bad move either." she added as she carefully slithered her arm down Ben's front and slowly curled her fingers around his growing member, biting her lip and shivering slightly when she felt it pulsing firmly beneath her grip.

"I-Is . . . is that was this is about?" Ben fought back a groan; Clawdeen, while not as blunt in her sexual en devours as Whisp, Nefera, or Venus, was just as good as pleasuring the both of them quite well. And whenever the lunar cycle fell upon a full moon, he was treated to an all night make out session that soon dissolved by morning before anything too serious could begin, making the werewolf a phenomenal kisser in Ben's book.

He felt Clawdeen's chin rub against his shoulder as she nodded in confirmation. "Skelita's been feeling a little . . . deprived, lately. Guess being all bones and no skin made her feel left out."

Ben was hesitant, even with Clawdeen working her magic on him. "I dunno . . ." he hissed as the werewolf softly bit into his neck, her fangs pinching his skin.

"You . . . am I not attractive?" Skelita seemed greatly downtrodden as she let her arms fall to her size, fully exposing her slim, hourglass figure, smaller breasts, and shaved pussy lips while starring at Ben with hurt, marigold eyes that were starting to slowly moisten over now that the ex-skeleton possessed tear ducts; Ben immediately felt his heart clench upon seeing her like, almost crushed and on the verge of tears.

"No, no! Not at all!" Ben quickly said. "It's just . . . you're sure you want to do this? I mean, what if we get caught?"

"That's half the fun, now isn't it?" Clawdeen joked. "Besides, you, Jane, Robecca, and Venus managed to get away with it in a janitor's closet of all places."

"How did . . ?"

"It was all Venus talked about during _almuerzo_." Skelita admittedly with a small smile and a red face. "She said you were quite good, not to mention . . . _muy grande._ "

Ben supposed now he had no choice, what with the combined efforts of Venus' bragging and Skelita's pleading, puppy dog eyes that he simply couldn't bear to stare hesitantly at any longer; with a reluctant sigh, he gave in. "Alright, fine." he gave a small smile upon seeing Skelita's face brighten.

"But I'm going first," Clawdeen cut in. "Just to show you the ropes." she added with a wink to Skelita that made the ex-skeleton blush slightly; with that being said, Clawdeen spun Ben around and promptly planted her lips firmly upon his own, pushing him until he was pinned against the wall of the shower stall with her body pressed tightly up against Ben's. A crimson blush slowly crossed both party's faces with the werewolf's large breasts squished firmly against Ben's chest and his erect member sitting snugly between her slowly moistening pussy lips, much to Clawdeen's pleasure.

With a low growl she leaned inward and took Ben's lips to her own, her heart already hammering in her chest when Ben immediately returned the intense affection with great ferocity, sliding his arms around her waist and lower back to hug her even closer while she rested her hands on his firm chest muscles and simply enjoying the great amount of pleasure she was receiving; with the tongue that would have normally lolled out of her mouth to help cool her during the hottest days of the year she intensely kissed Ben, rimming his lips and battling his own tongue with aggressive and sharp strikes that were all but passively blocked and turned against her by Ben, as if every last part of his body was toned to fight in some form or another.

"You are the best kisser I know, you know that, right?" Ben teased her once the need for air trumped their sexual desires.

Clawdeen turned a dark mahogany at that. "You are so bad yourself." she purred.

"Want me to show you what else I'm good at?" he taunted her, leaning forward to gently kiss her neck in a fashion that made them barely register to her but send a great amount of gratification through Clawdeen; a long, drawn out moan escaped her lips when Ben nipped a good portion of her collarbone and gently sucked on the patch of skin and fur, marking her as his own as she playfully returned the gesture and bit him carefully on the neck with her pointed fangs.

"I didn't get an answer." Ben said playfully.

Clawdeen didn't say anything as she kissed his neck and collarbone, proactively making her way up his jawline and towards those succulent, almighty lips of his that turned the snarling, savage beast within her into little more than a domestic house pet that only wanted belly rubs and to please her master; a warm feeling ebbed through her chest as she licked him long and slow, enjoying the sweet taste of his sweat laden skin and how he sucked in a short breath while his eyes instinctively closed and his lips pursed, as if waiting for her to meet with them again. She gladly did and the two were once again connected, Ben's hand sliding up her back and tense shoulder blades that melted like butter at his touch while he dug his fingers into her luscious auburn mane and she drove her fingers like railroad spikes into his scalp as his other hand slithered down to her ass and gave it a rough squeeze that only made her groan even further.

Skelita was watching all of this was a pink face, hand to her lips as she fought back a giggles while the two proactively made love to one another; the ex-skeleton quietly shuffled herself over to the adjacent wall so that she could watch both Ben and Clawdeen carefully while she slid down to the wet floor to sit in a shallow puddle that had accumulated from her boyfriend's shower they had so kindly interrupted. Skelita watched as Clawdeen parted from Ben once more with a smug smirk upon her face that said she was up to something until Ben roughly grabbed one of her breasts in his hands and gave it a firm squeeze, watching with great enjoyment as the werewolf gasped and had her eyelids drift near to closed while he molested her with great care.

Clawdeen was practically melting in Ben's hold as he squeezed and molested her right breast, pausing to dip his tongue out and slowly give it an almost cautiously lick before sinking his teeth in and eliciting a startled yelp that quickly fell into a long moan of pleasure before turned intense when Ben expertly pinched the hardening nipple between two of his fingers like an irate crab that was at its wits end with beachcombers picking up its shell. While Ben possessed no shell at the moment, this didn't stop him from taking his tongue to Clawdeen's breast and nipple and giving it a taunting lick that drove her absolutely wildly.

"B-Ben . . . sto- ahhh . . . stop t-teasing me . . ." Clawdeen hissed.

Ben smirked. "I would if it wasn't so much fun. You're so cute when you're flustered." he said before he switched to the other boob and began with a fierce bite to the erect nipple while he heavily molested the other breast, drawing a tight gasp from Clawdeen; Skelita couldn't keep her eyes off of the display and was unaware of where her hand was as it slowly drifted up her body to experimentally trace her new, sensitive fingers over her even more sensitive breasts, starting by pinching and rubbing the nipple between her fingers like she had seen Ben do.

Sto . . . stop, p-ple- ah haaaaa . . ." Clawdeen moaned before she shook her head clear and grabbed Ben's wrists in her hands, yanking them down and away from her breasts; the movement both surprised Ben and greatly disappointed Clawdeen now that she deprived of such feelings for the moment. This was quickly replaced with the smug grin she had been wearing before as she gave Ben a quick kiss on the lips to hold him in place while she slowly, deliberately sank down to her knees and curled her fingers around Ben's member, drawing a satisfied gasp from him. "Oh, you like this, don't you?" now it was her turn to tease.

"Clawdeen . . ." Ben gritted his teeth.

"I wonder what happens if I do this?" Clawdeen wondered playfully as she tauntingly leaned forward and kissed the sensitive head with her full lips, closing her eyes and savoring the taste for a brief moment before drawing back to find that Ben's previously limp member was back to being as stiff and solid as a pole in her grip. "It seems happy." she grinned.

"Th-That's an understatement." Ben gave a shaky laugh that turned into a low hiss as Clawdeen put her lips to his erect cock once more and swallowed the erogenous head without care, glancing up at Ben with teasing eyes as she sucked carefully on his member. The look on his face was absolutely priceless to her and turned her on in more ways than one as she let her fingers slowly drift down to her snatch and touch her wet, sensitive lips that made her slowly close her eyes to savor the feeling. With that out of the way, the werewolf took a deep breath and inched her head forward, crawling on her hands and knees to slowly engulf the throbbing cock in her mouth with her dexterous and flopping tongue inch by inch, centimeter by centimeter as slowly and craftily as possible to drive Ben all but to the brink of insanity.

Clawdeen would be lying if she said she wasn't enjoying this too, the way his thick member was not too big or too small but just right in her hands and mouth; she cradled it in her fingers, tentatively stroking it with care as she let her throat fall open to full utilize her mouth until Ben couldn't take it anymore and grabbed her by the back of her head to shove her forward the last couple of inches, earning a surprise deep throating from the werewolf that was initially surprised about before looking up at Ben with an all too familiar look and returning her attention back to her work, taking the new method in stride.

Ben leaned against the wall of the shower stall, his hands on the back of Clawdeen's head as she sucked eagerly on his dick while on her hands and knees with her ears held back in a submissive posture; he had quickly learned that this was but one of the many ways werewolves communicated among themselves, especially when during a hunt that required to stay as silent and quiet as possible. As such, Clawdeen was one of, if not the best one of the entire harem at sensing emotions and how others were feeling due to their body posture and the little, awkward hints that they gave off: twiddling fingers, nervously playing of the hair, shuffling feet, licking of the lips, shifting eyes, all but a few that were clear signs that something was up.

At the moment however, the werewolf didn't seem concerned with how anyone but Ben felt, her entire focus on pleasing and pleasuring him; naturally, Ben felt he should return the favor as he pried her lose from his hard shaft.

"Ben?" Clawdeen raised a curious eyebrow.

"I think we should both be enjoying this, don't you?" he grinned as he squatted down and shifted himself around so that he was now lying on his back, his erect cock standing stiff and straight up in the air as he gestured for her to come over; Clawdeen almost all but immediately caught onto what he was suggesting and eagerly accepted it while she climbed on top of him, positioning her lower half over his face while she resumed her passion and position of sucking on his sensitive member, savoring the taste as her tongue swirled around the erogenous tip over and over again, earning a long, drawn out breath from Ben before she returned to sucking on it as a whole, her head bobbing up and down along his thick shaft and shaking her auburn curls into a frenzy as she did so.

A soft moan escaped Clawdeen lips as she savored the taste of Ben's thick member, swirling her tongue in a tight circle around the sensitive head while her lips quirked upwards at the sound of Ben's heavy breathing when her pointed fangs just barely grazed his erogenous cock in her firm grip; just as she was about to pull out and give off some teasing remark when she suddenly felt Ben give a long, almost exaggerated lick of her moistened lips that sent shivers up her spine, instinctively forcing her lower regions further into Ben's face while she bit her lip to fight back the low moan at the back of her throat.

Ben was mentally smirking to himself as he firmly groped Clawdeen's ass in his hands to get a firm grip as he darted his tongue like a snake's, barely more than a whisper that tickled like a gentle breeze at the werewolf's sensitive, wet folds; he slithered his tongue out like he had seen Venus do multiple times to taunt and tease himself, Jane, or Robecca whenever she was in a playful mood and took a small sample of her sweet juices, relishing in the saccharine sapidity that his ghoulfriend's pussy yielded for him like a bee's hive turned out golden honey.

"B-Ben . . . aaaaahha . . . don't stop . . ." Clawdeen groaned low and full.

"You'd probably bite me if I did." Ben murmured into her folds, slithering his tongue forth again to sample her sweet juices.

Clawdeen bit her lip again and fought off another moan. "Not a . . . mmmmh . . . bad idea." she hissed before taking Ben's thick member in her mouth once more and gently clenched her jaws, her teeth digging softly into his skin and drawing out a much appreciated moan that only turned Clawdeen on further and made her wetter than before; Clawdeen mentally smiled and let her eyes droop shut from the great pleasure she was received as Ben licked her clean. She then bit down on his member once more, digging her fangs a little deeper into his skin as she cradled his balls in her fingers and squeezed them gently like a pair of oranges in her hands while she all but swallowed Ben's erogenous dick in her lips and mouth.

Skelita inhaled a sharp breath into her new found lungs through her clenched teeth as she tentatively groped at her left breast with her fingers, her eyes drooped shut as she used her new ears tucked under rolls of her black and marigold hair to listen to the chorus of animalistic moans and groans passed between Clawdeen and Ben in unison; for some reason she couldn't explain, a warm feeling was worming its way through her chest, her sensitive skin starting to feel hot and uncomfortable as her free hand started to roam and migrate their way around the landscape of her body, traveling across the soft mountains of her breasts and traversing the smooth plains of her belly and stomach before making their way down through the valley and crevice between her thighs to come to a rest at the closed cavern of sensitive lips. Skelita cautiously prodded the entrance with a fingertip, hissing with wonder and curiosity when the warm feeling inside of her seemed to flare up and her hot skin seemed to set itself a blaze; what was happening to her?

Clawdeen sighed happily as she took one last suck of Ben's cock and sat up, catching Ben off guard as the werewolf climbed off of him with a lick of her lips. "Mmmm. Delicious." she purred hungrily as she took hold of Ben's hand and gave it a firm squeeze while helping him to his feet. "But I think I'm ready for the main course."

"Be my guest." Ben grinned as as Clawdeen slid her arms around his neck and shoulders and rested her head on his chest while his lean arms slithered around her waist and lightly groped and played with ass; the werewolf inhaled deep and slow, a soft moan escaping her lips as she tilted her head upwards and took Ben's lips in her own, savoring the taste of her own juices while her left hand drifted down and took hold of her boyfriend's pulsing member in her fingers, letting her claws grace themselves along his skin as her fingers curled around his cock and directed it towards her moistened, pussy lips. Clawdeen groaned as she was taunted, driving her tongue straight into Ben's without hesitation to urge him forward.

"S-Stop teasing . . . mmmmph . . . me. D-Don't . . . don't even _think_ of . . . ahaaa . . . holding back." the werewolf moaned.

"Only when . . . you stop teasing me . . ." Ben hissed as his throbbing cock slid almost effortlessly into her soaked snatch with a loud, drawn out moan eliciting from Clawdeen's lips as Ben pushed further and further until he was all the way in without having even reached the end of her passage; he supposed this had something to do with the fact that werewolves were fast breeders and often produced large families and packs in a short amount of time, a clear piece of evidence being Clawdeen's own family that seemed to span several generations one right after the other.

This made him briefly wonder what Clawdeen might be like in the future when they were married and she was in the mood to bare children, and that led to him wondering just how he was going to be able to keep with all of his ghouls when that time came; this was quickly forgotten however by Clawdeen's pleading whimpers as she clamped her arms tightly around his neck and hooked her legs around his waist, begging with open mouth and tongue for Ben to ravage her as he saw fit. He quickly took this to heart as he started to pull his shaft out of her sweet pussy, moaning as her walls clenched and hugged themselves around his pulsing dick before he roughly slammed back into her, drawing an even louder groan from Clawdeen. The two of them were softly hissing and moaning in low, proactive notes now that their two halves were finally reunited as Clawdeen mewled and whimpered like a puppy while Ben thrust himself in and out of her roughly as requested, neither party regretting it.

Clawdeen couldn't remember the last time she felt such pleasure, even the first time she and Ben had gone at it didn't even come close to what she was feeling right now as panted and groaned and moaned while digging her claws deeper and deeper into Ben's neck and scalp; her walls were clenching and tightening and smothering Ben's throbbing cock deep inside of her, the pleasance she was feeling only increased with his unrelenting pounding.

"Ahhh . . . haahaaa . . ." Clawdeen moaned.

Ben hissed. "Can't understand you, ghoul!" he managed to say through clenched teeth as he supported her and continued to ram his shaft deep inside her.

"D-Don't . . . ahaaaha . . . don't stop . . . mmmh . . ." Clawdeen moaned as her head rolled back from the amount of pleasure that was creeping across her skin, making her fur stand on end as her auburn locks fell against her shoulders as she threw head back and howled with ecstasy. By then she couldn't hold it back anymore as she lunged forward and captured Ben's lips in hers, smothering him and thrusting her tongue through his defenses without hesitation or waiting for a consultation; she had to let him know how she felt, needed to let him know that she loved him with every last part of her heart, that she couldn't imagine even one second of her life without knowing that Ben would be by her stand through thick and thin and whatever crazy antics the other managed to get themselves into.

Skelita shivered as she prodded and poked the entrance of her sensitive lips, a soft hiss escaping her lips as she molested her breast a little harder than before, reveling in the warm feeling that rippled across her skin in such a way that it felt both amazing and uncomfortable at the same time; ever so slowly, as if piloting herself on some sort of unwritten instinct in her head, she slid a single finger past her lips and felt a low, drawn out mouth come from the back of her throat that was like the long, low howl of the lone wolf on a moonless night in search of its missing pack. Her heart was beginning to beat faster, becoming little more than a pounding drum in her ears while her chest rose and fell like the crashing tides of the sea as she experimentally slid her finger back into her wet snatch and was met with the same shiver of pleasure from before.

The groans and growls orchestrated by Clawdeen and Ben were driving her wild, fogging her mind as her eyes drooped shut from ecstasy as she added a finger to her path of pleasure, feeling her pussy walls immediately snap at the chance to hug her fingers tightly, molding their way around them in a way to provide as much satisfaction as possible; her eyes immediately snapped open as Clawdeen let out a sharp yell as Ben gave a final thrust into her all the way up to the base and got to cum fast and hard, the werewolf's entire frame rattling and shaking as the orgasm relentlessly mad its way through her entire body. Skelita watched with slight surprise as Clawdeen tore her lips away from Ben's and buried them deep into the skin of his neck, earning an exclamation of surprise from him as she marked him as her own, a soft hiss escaping the werewolf fangs as Ben caught on and did the same to mark her as his own, a matched pair that would never be separated.

"I should have done this the first time." Clawdeen mumbled as she rested her head against the crook of Ben's neck, her legs never moving from their position around his waist and forcing him to continue to hold her.

Ben smiled warmly and softly kissed her on the cheek. "Glad you enjoyed yourself. I on the other hand, still have a problem." he added as he pulled out of her, his still hard cock covered in her moistened juices.

Clawdeen returned his grin with a wolfish, seductive smirk of her own. "I have other holes you know . . ."

"You up for it?" Ben countered.

"Make me your bitch, Ben." Clawdeen gave a smug grin, laughing when Ben gaped at her words as she unclasped her legs from Ben's hips and stood once more, only to crouch back down to the wet floor of the shower and onto her back, cleverly reeling him in like a moth to the flame when she spread her legs wide and gestured for him to come closer with that wolfish smile and a curling finger that drove him wild. "Don't hold back; give it to me nice and rough."

Skelita watched with baited breath and a bright red blush to her face as Ben crawled forward and lowered himself down to passionately kiss Clawdeen for what must have been the tenth time that they started and there was no sign that they would ever stop or get tired of each other as the werewolf eagerly fought back as she hungrily sucked on his tongue and grazed his lips with her fangs, digging her claws into his scalp; Ben pushed onward, the tip of his erection prodding her waiting asshole in a teasing manner that only made Clawdeen more aggressive as she furiously bit his lip until he gave an almighty thrust and stabbed his cock all the way up to the base inside of her, only driving her wilder by dominance.

She couldn't quite figure out what her new body was doing to her, all these sudden emotions and feelings that she wasn't able to understand or comprehend, only wonder why she was doing these kind of things and just how they made her feel so amazing; Skelita moaned even louder than before as she slid a third finger into her wet slit, cupping her breast and bending down to instinctively bite down on her erect nipple, clenching her teeth even tighter when she was met with near instant gratification. The animalistic groans and growls of Clawdeen and Ben were driving her wild as she finally decided to screw it slid all five of her fingers into her wet snatch, her body writhing in pleasure and ecstasy as she fell onto her side and moaned all the louder, finally catching lover's attention.

"I'm starting to . . . haaaah . . . think Skelita might need some help." Ben grunted as he thrust his way into Clawdeen's ass, pausing to lick one of the werewolf's breast and suck on her left nipple to pleasure her much to her appreciation.

Clawdeen growled in agreement and rolled her head to the side to look at Skelita, gesturing with a hand. "C-Come over . . . ahhh . . . here, Skelita." she panted, motioning with her trembling fingers for her to come hither; the ex-skeleton did so out of curiosity, her beautiful figure and hot Hispanic skin covered in a thing sheen of sweat as she crawled on all fours over to the werewolf.

" _¿Qué?_ What is it, Clawdeen?" Skelita asked.

"Mmmmmph . . . sit on my face."

The ex-skeleton was greatly taken aback like this; granted, it probably wasn't the oddest statement she had heard in her unlife and probably wouldn't be the last, but it was a considerably weird thing to be asked to do. " _¿Qué diablos?_ What?" she gaped with surprise.

Clawdeen sniffed and moaned as Ben continued to fuck her, his thrusts and movements becoming increasingly more rough and aggressive than before. "T-Trust me, ghoul." she managed to say before letting out a long moan with her back arched and her breasts in the air while she panted longingly; Skelita hesitated for a second, wondering what exactly it was that Clawdeen was going to do, much less how she was going to breath or how her skull was going to even support her whole weight (she knew a thing or two about bones for obvious reasons), but that ever present, warm feeling that was worming its way through her body in an odd manner that made her hot and uncomfortable to pleasured and lustful was telling her otherwise. With curiosity getting the best of her, Skelita sucked in a deep breath and stood up, spreading her legs and standing over Clawdeen's head and slowly lowering her lower regions down inch by inch, biting her lip nervously as the werewolf's hands slithered and made their way up her legs, rubbing her thighs in a soothing and arousing manner until Skelita had finally touched down and rested less than an inch above Clawdeen's face out of fear of suffocating her.

Immediately she felt intense pleasure and gratification as Clawdeen wrapped her hands back around Skelita's thighs to cup and squeeze her ass as her tongue snapped upwards to thrust the very tip into her dripping, wet snatch, drawing a gasp of surprise out of the Hispanic ghoul that subsided in a low, drawn out groan the more Clawdeen exercised her grip on her ass and licked and ate out her wet pussy; the werewolf normally, if ever, resorted to such homosexual actions, but with a combination of the swirling cesspool of emotions, hormones, and scents that were driving her sensitive nose absolutely nuts, the ex-skeleton's lips produced an odd flavor like that of sweet tree sap and golden honey that Clawdeen couldn't quite put her claw on but savored nonetheless, the whimpers and mewing that Skelita produced like music to her ears.

Ben was only further turned on now that Skelita had joined their chorus of love making, acting as a soothing soprano that hit and sang the high notes of the melody while Clawdeen offered an alto tone that weaved and threaded its way alongside Skelita while he acted as the steady, wavering bass to hold the whole symphony together as he rammed his dick harder and harder into Clawdeen's ass, her anal walls constricting and suffocating his thick member deep inside her; a series of pleading whimpers caught Ben's attention and he glanced up at Skelita to see her squeaking and mewling with pleasure as Clawdeen slithered her wet tongue through her wet walls and slipper snatch, absolutely driving her up the wall.

"Mmmmh . . . enjoying yourself . . . Skelita?" Ben hissed; he could feel he was coming close, he just had to work a little more.

"Ahhh . . . haahaaa . . . _s-si_ . . ." she moaned, leaning forward to roughly grab and squeeze Clawdeen's breasts from the intense passion and pleasure she was feeling, making Clawdeen groan deeply and further Skelita's own pleasure the werewolf moaned into her pussy; a slight, smug grin crossed his face upon seeing the way her tongue was hanging from her lips with her eyes rolled into the back of her head from the intense pleasure, his smile broadening further when Skelita reached for him with wantoning lips and wailing cries of contentment, begging to be satisfied by Ben. The wielder of the Omnitrix was more than happy to comply and leaned forward to take Skelita's lips in his own, briefly sucking on her tongue to tease her slightly before granting her sweet release and fully kissing on her new found lips.

Skelita couldn't describe how she was feeling right now with her new body going into full overdrive from the intense feeling that she couldn't even hope to describe right now; between Ben's soft, aggressive way of kissing that drove her mid into a blank state of mind and Clawdeen's relentless pursuit of the sweet juices that her pussy would salivate and reward her for her efforts, Skelita was in absolute heaven. Ben's skill in satisfying her was unmatched as his tongue struck every last one of the erogenous points in her mouth while she struggled simply just to keep up while he simultaneously pounded Clawdeen's ass into oblivion, reducing the werewolf to a squealing, whimper puppy.

"C-Clawdeen, haaaa . . . I'm gonna . . ." Ben gritted his teeth as his movements increasingly became more forceful and slow until he gave one last, almighty thrust and slammed his hips into Clawdeen's ass as he finally came hard and long, spraying his seed deep inside of her like a fire hose much to the werewolf's intense pleasure; her mind was absolutely blank right now as she reveled in the warm feeling that coursed from her lower regions and upwards, tingling down to her legs and the tips of her toes and up her torso and breasts across her shoulders and arms to the very ends of her fingers while her heart hammered in her chest.

Clawdeen panted happily as Ben slowly pulled out of her with a wet _pop!_ and allowed her to sit up and hungrily, proactively lap up last drop of cum that stained his now limp cock in her grip, savoring the salty taste that mixed quite well with Skelita's sweet juices. "Mmmmm," she hummed warmly as she rested her exhausted body against Ben's frame, snuggling her hot body against his and taking immense gratification in finding that they fit together like two pieces of a puzzle. "Forget everything I've ever said before . . . anytime you want, I'm all yours."

Ben chuckled as he threaded his fingers through her auburn locks and lovingly kissed her on the head. "I just might take you up on that offer sometime." he whispered in her ear, sending shivers up the werewolf's spine before they both caught sight of Skelita lying on her side with her fingers buried deep into her wet snatch as she feverishly tried to find that pleasant, alluring feeling she had felt moments before that eluded her. "I think Skelita needs some attention, though."

"Be my guest." Clawdeen gave him a quick peck on the cheek before standing up and stretching, rewarding him with a final view of her damp lips and alluring breasts before she sauntered over to the still running shower head and doused herself with the cool water. "I'm just gonna clean up. Nothing worse than the smell of wet werewolf."

Ben nodded and crawled over to Skelita, placing her hands on her shoulders and pulling her up into a sitting position on his lap. "You sure you're up for this, Skelita?" he asked with concern, resting his head on her shoulder to whisper into her ear. "I mean, this _will_ be your first time."

Skelita shuddered and gave a slight moan. " _Si. Por favor se gentil._ "

"Whatever you say, _mi amor._ " he smiled with a slight wiggle of his eyebrows; Skelita felt her face warm up in a bright blush and turned her head to hungrily kiss Ben without mercy as her hands traveled and traversed his body, her sensitive fingertips feeling every last fold and cranny of his lean, muscled frame and chest muscles and the thick forest of scruffy, brown hair that covered his scalp until her slithered down to curl her fingers around his steadily growing member; Skelita didn't quite know what to do now as she gently squeezed his erection in his grip and earned a low hiss from Ben as he inhaled deeply, taking in her sweet scent of flowering marigolds and hot spices.

" _¿Qué?_ Does that feel _bueno?_ " she asked.

Ben nodded. "Y-Yes."

Skelita bit her lip as she squeezed his thick dick again and felt him rub up against her hips and ass, her hold on his member slipping and allowing it to pop between her legs and graze her overly sensitive pussy lips; she gasped and felt that warm feeling within her again, Ben's cock milking her snatch dry of her juices in response to the intense, wonderful feeling that coursed her like the new blood through her veins. This made her briefly ponder over something that had been bothering ever since she had received this new, wonderful body with its wonderful feelings and wonderful reactions and instincts. "B-Ben . . ?" she asked with a soft tone.

"Yeah?" he was by her ear once more, interrupting her first attempt to talk by gently nibbling her ear and sucking a small patch of skin on her neck that rewarded him with one of many loan moans that would follow.

"D-Do . . . do you like me?" she wondered.

Ben sniffed and hugged his arms around her body, cupping her breasts and slowly molesting them. "I've _adored_ you."

Skelita resisted the urge to submit to both their desires and grabbed hold of Ben's hands, squeezing them and removing them from her breasts as she sucked in a deep breath to calm herself down. "I-I mean . . . do you like me now? Now that I have skin? Now that I feel everything with you? Now that I . . . am human?" she explained.

Ben silent for a few seconds, slowly processing her words so that he could find the proper ones to use. "I'll admit . . . it's nice to be able to touch and feel something other than bone, to hear your heart beat, and see your beautiful smile," he began. "But I've always loved you, flesh or not. Always have and always will."

"Even though this may be the only time we ever do this?" Skelita asked timidly.

Ben responded with a gentle kiss to her cheek. " _Si, mi amor._ The ghouls may have given me the night of my life, but I loved the dream catcher you gave me." he growled softly in her ear; unsure of what to give Ben for his birthday after their adventures at Haunted High, Skelita had given him a dream catcher similar to the one that she inherited and treasured from her _bisabuela_ decorated with molted, gray feathers of peregrine falcons and green and white beads, woven together with the fallen branches of a creeping willow tree and green yarn, and touched off with a heat-shaped rock she had found deep within the woods when gathering materials and preserved it so that its beauty would last an eternity. She had originally thought that her gift was pathetic and down right embarrassing compared to what the other ghouls had thrilled Ben with, but now . . .

Skelita was suddenly overcome with emotion as she sniffed and felt an odd sensation tingling in her eyes, a sudden moisture that she couldn't quite put her finger on; Ben was immediately beside her once more, wiping away what she now knew to be tears with a careful thumb and concerned expression. "Skelita, what's wrong?" he asked.

" _¡Nada!_ Nothing!" she cried joyously, twisting her arms just right so that she could hug his head with him right behind her with his pulsing cock taunting her sensitive lips all the more; Ben merely hugged her from behind with his arms wrapped over her breasts as she peppered him with spicy, sweet kisses that lasted little more than a split second before another one took its place. "I am ready."

" _Te amo, Skelita._ " he whispered in her ear as he traced his tongue along her tingling collar bone, softly sucking on a patch of skin to entice her as Skelita bit her lip and dropped her hand down to her lower regions while cradling Ben's head in the other; her finger tapped the sensitive head and a slight smile crept across her face when she felt it twitch slightly, almost eagerly when she flexed her thigh muscles a little and squeezed it tauntingly. Ben hungrily increased the passion behind the kiss in response, his tongue sliding out to do battle with her own as she moan and whimpered at his touch while his hands migrated around her body until both of them had finally had enough foreplay and Skelita positioned and slid the very tip of Ben's pulsing cock to the entrance of her passage.

" _Te amo, Ben._ " Skelita sighed warmly as he slowly started push deeper and deeper into her, her content sighs and moans becoming intense squeals and keens for him to keep on going farther and farther until he finally reached her barrier, something she never had the misfortune of possessing in her previous form depending on how one looked at it. Without waiting for Ben, she thrust her hips downward and viciously bit her lip to the point where she was sure she was drawing out some of the crimson blood that trickled forth of her burning pussy as Ben whispered encouraging words into her ear in between her ragged panting to get through the slowly subsiding pain.

Clawdeen smiled fondly as the warm spray of water pelted her skin and massaged her muscles, watching as Ben wedged his hands under Skelita's thighs from his sitting knee position and carefully lifted her up before dropping her down on his hard erection earning a soft groan from Skelita as she arched her back away from Ben's chest and wrapped her arms back around his head in response. Again Ben lifted her up, joining Skelita in her harmony of pleasure as he dropped her back down, repeating the process again and again, faster and faster so that his steady rhythm caused Skelita's keening melody to undulate and waver in tune.

Despite being happy for Skelita, finally getting what she had longed and desired after a long time, Clawdeen couldn't help but feel something was off as Ben bounced Skelita off of his hard member, making her pant and groan and growl from intense feeling; the werewolf temporarily blocked out the noise as she threw her wet hair back and out of her eyes, sniffing the air experimentally and catching a whiff of something that was certainly out of place in a high school, boos locker room. She couldn't quite put her finger on it as she began to search, stepping out from under the running shower head as she stalked back over to the pile of discarded garments she and Skelita had removed several minutes prior to pull out her iCoffin and turn on the flashlight it came with.

Ben and Skelita were oblivious to the werewolf's search as Ben pushed and pulled in and out of her, nipping at her collar bone and neck as she silently wailed and screamed with contentment with her insides churning in a pleasing manner as her walls clenched and hugged his thick member tighter and tighter, choking it as he rammed it harder and deeper inside of her; she was starting to feel unbearably hot as she panted and gasped from breath while her entire body shudder and shivered with wantoning while Clawdeen continued her search, her iCoffin lighting up the darkened shower stall's corners. Her sensitive nose was picking up trace amounts of something she couldn't quite put her claw on, a scent that intermingled with odors such as ancient dust left undisturbed from years of neglect and laziness, a soft coolness that was crisp and sharp whenever she inhaled, and a tantalizing smell that smelled faintly like a rare kind of floor that only bloomed at the time only when the day was forced to retreat from the night's raging army of black and stillness.

" _Twyla . . ._ " Clawdeen whispered just as Skelita cried out in ecstasy as she was finally granted sweet release and came fast and quick with her entire body shivering and trembling under her first orgasm until she practically melted in Ben's arms and nearly went limp as well, panting heavily as Ben pulled out of her and cradled her lovingly, holding her against his body while she struggled to calm and still her throbbing, pounding heart.

"Th-That . . . that . . ." Skelita fought to form words.

"Not a bad first time, eh?" Ben chuckled, kissing her temple as a dreamy expression crossed her exhausted and spent face. "And by the way, I liked you better as you were." he added with a warm smile as Skelita merely nodded sleepily and began to drift off in his arms regardless of the hard, cool tile beneath them.

Clawdeen hissed softly. "I hate to interrupt this special moment, but I think we have company . . ."

Ben tensed up and slowly released his hold on Skelita, lying her down on the floor before climbing to his feet and watching Clawdeen's movements as she slunk around the shower, sniffing the air with suspicion as she dimmed the flashlight on her iCoffin until she came to stop at one of the corners of the stall and flickered her eyes back and forth between her boyfriend and the shadows; Ben nodded and silently tapped the Omnitrix and cycling through the available roster before slamming down on the activation button and engulfing himself in a blast of green light that warped and scrambled his genetic code into something new. His skeleton crunched and scraped against itself as his frame stretched upwards by a good, three feet before his shoulders broadened and his arms swelled with muscle and tissue, tight ligaments and tendons knitting together as Ben's skin turned a pale green in color; every last strand of hair on his body was slurped back under his skin, leaving him completely hairless as a smaller layer of slime spread over his body. His jaw was thrust outwards with a loud, crunching noise as his tongue stretched and became long and elastic, able to stretch for dozens of feet when it wasn't coiled up inside of his mouth and now expandable throat. His two middle fingers were slurped back into his hands with a series of snaps, his remaining three digits strengthening and growing special pads while his feet shifted and morphed, leaving Ben only able to count to two on each of his feet. A black bodysuit with a green stripe down the front appeared on his person with green cuffs at his wrists and ankles while an air tank of sorts materialized on his back and a pair of green shades upon his face, shielding his eyes; the Omnitrix appeared on the breathing device of the air tank, completing the transformation.

With a loud croak, Bullfrag whipped out his elastic tongue towards the dark corner and felt the corners of his mouth quirk upwards when he felt the sticky tip smack against something soft and relatively familiar to skin, followed by a sudden yelp as he snapped his tongue back with a sharp tug; his wide smile broadened even further when he caught sight of Twyla come reeling out of the shadows like a fish on a line with twilight eyes that glowed an eerie green in the dark wide with terror as she slammed against Bullfrag's frame and was enveloped in his grip as he grabbed her hand and placed his other on her hip as if he were going to dance with her.

"Hey, doll face. Fancy meetin' yous here." he croaked with a grin.

Twyla felt a hot blush cross her face as she fumbled over her words. "I-I didn't see anything! I-I . . . I just g-got here, I swear!" she stammered with embarrassment.

The Incursean cocked his brow and glanced down at her frail, tiny body with curiosity, taking note of the thin, sheen of sweat that covered her soft, silvery skin, how her purple and green pastel hair was unkempt and wild, how her grip was slightly trembling in his own, and especially how the black lace that was normally tied in a lose bow to hold her blouse closed was hanging limp around her neck, allowing her small breasts to flop out for the world to see and how her short skirt was pulled up to expose her sweet, pussy lips that were mysteriously moistened; Bullfrag looked back at Twyla was disbelief as the shadow ghoul blushed furiously.

"Just got here, eh?" he repeated her words in a taunting manner.

Clawdeen didn't seem convinced either as she sauntered over to the two of them and grabbed a fistful of Twyla's hair to take a deep sniff that made the boogiegirl flinch when the werewolf looked at her with a wolfish grin. "I'm no Screamlock Holmes, but somethin' tells me shes been watching us ever since we started." she said, almost purring the words into Twyla's ear and taking especial pleasure in taking note at how the shadow ghoul shuddered under her whispered breath.

"Ooh, shadow ghoul's been naughty." Bullfrag grinned moments before the Omnitrix beeped and timed out in a blast of green light to return Ben to the world; Twyla felt her face grow hotter and her hands go clammy as she attempted to try and wriggle herself free of his grasp and hide inside of her blouse or dive for the nearest shadow if that was possible, but Ben's grip held firm and Clawdeen cut her off from behind to sandwich her between the two of them. Oddly enough, this felt strangely . . . comfortable.

Clawdeen grinned. "Are you thinkin' what I'm thinkin'?"

"That our little intruder needs some proper punishment?" Ben guessed.

Twyla swallowed nervously, her breath catching in her throat when she felt the back of Clawdeen's claws glide meticulously and with calculation across her soft, silver skin while Ben gingerly began to kiss her collarbone and jawline, both actions sending ripples of odd sensation through her frail body; she had at first been curious as to why Skelita required Boogey Sand and her curiosity only increased when Clawdeen had all but casually mentioned that it was for sexual uses. She had been mentally telling herself that she was only going to take a quick peek to satisfy her wonder, just a quick peek and nothing more, but she had gotten far more than she bargained for when Twyla found that she couldn't tear her eyes away and couldn't stop herself as her hands seemed to move on their own accord and start to search and grope her body.

Her thoughts were interrupted as she suddenly cried out when Clawdeen bit into her shoulder, startling both the werewolf and Ben in the belief that she had been hurt until they realized that the shadow ghoul's wails were actually those of sweet release after what they could only guess to be weeks maybe even months of pent up stress over everything the universe had thrown at them suddenly being released in one long scream of pure pleasure as Twyla hugged Ben tighter.

"Sphinx, she's loud." Clawdeen hissed with her hands over her ears.

"S-Sorry . . ." Twyla panted.

Ben merely chuckled slightly. "Looks like someone needs some attention." he remarked warmly as Twyla whimpered and panted in a begging manner with mouth open with longing for Ben to kiss her, to grant her with the same wonderful feeling he had gifted Skelita and Clawdeen with, to give her a chance to tell her how much she loved him and wanted to be told that she was loved in return. She moaned into Ben's chest as his fingers slipped under her top and danced along her spine, discarding the garment while he undid her deep gray bra, letting her small B-cup breasts to bounce out of their pinned place and leave Twyla still wanting more.

The shadow ghoul was not normally so bold or longing in her motions as she feverishly clawed and begged with open mouth for Ben to give her the satisfaction he knew he was denying her and looking back Twyla would have been probably been ashamed with herself had it been anyone else but Ben; he was the one that made her feel wanted and special, the one that pulled her out of the shadows and gave her a reason to step out of the darkness and into the light, the one to make her feel a flury of emotions that she knew and yet was unable to comprehend.

"Ben . . ." Twyla moaned pleadingly.

"This what you're looking for?" Ben wondered mockingly as his hands teasingly moved down her back and slowly grabbed her ass, clenching his grip and making Twyla mewl with surprise as he shifted himself slightly and lifted the shadow ghoul up off of the floor; as soon as she was close enough she latched her arms around Ben's neck and hugged him tightly with her legs with what would have been crushing strength had Physical Deaducation not been one of her worse subjects. With great passion and wanting and longing she crashed her lips to his, moaning and groaning with a pleading tone for Ben to take over and guide her, to teach her how to reach such levels of pleasure through methods she didn't understand.

Clawdeen was slightly take aback by Twyla's sudden caving, watching as Ben effortlessly held her entire body weight in his hands and responded to her craving motions, moving his lips in a steady rhythm that seemed to calm the shadow ghoul down slightly, or at the least, sedate the dark creature that lurked within the small, frail ghoul; the boogiegirl's hands traveled all across Ben, going from his shoulders and down his arms to across his soft abs and the firm chest muscles that pressed comfortingly against her small breasts.

"Satisfied?" Ben asked when the need for air finally forced the two of them apart.

Twyla was breathless for several harrowing seconds as she rested her head against her boyfriend's shoulders with eyes drifted shut as she panted for breath; she knew Ben was good kisser, phenomenal even, but this . . . this was beyond anything she had ever felt before. "N-No . . ." she breathed.

"What do you want to do next then?" Ben whispered in her ear, sending shivers up her spine as he let her back down to stand on her own two feet once more.

Twyla responded by standing up on her tiptoe to kiss Ben once more, sliding out her tongue to hungrily rim his lips and plead for an entry that he granted without hesitance as her hands glided down his front and curled her fingers around the base of his meaty cock to run it along its full length until she reached the head and gave it a quick squeeze that elicited a sudden jerk that the shadow ghoul took pleasure in. She massaged and clenched her fingers around his steadily growing member, relishing in how his erection throbbed and responded to her touch; she parted from Ben and slowly crouched down onto her knees, marveling at the size of his cock compared to her hand.

"What do I do now?" she asked.

Clawdeen smirked as she came up behind the shadow ghoul and placed her hands on her bare shoulders, gently forcing her down onto her knees before Ben. "Full my lead, ghoul friend." she cooed in the shadow ghoul's ear, grinning when Twyla shivered under her touch.

The boogiegirl allowed Clawdeen to take hold of her hand and watched as the werewolf wrapped her fingers around Ben's pulsing member, her eyes widening when Clawdeen started to move her hand back and forth, up and down his thick shaft and resurrecting the erection back to its full strength within a couple movements much to Twyla's amazement; her eyes widened even further when she felt Clawdeen's other hand dig firmly into her pastel green and twilight hair and scalp and pushed her head forward, her mouth parting to voice confusion only to have her lips stuffed with Ben's thick dick much to her surprise.

Twyla blinked blearily with shock as Clawdeen pushed her head further and further down Ben's cock, ignoring her muffled yelps and cries for an explanation or a reason why she was being pushed this far; she could already feel Ben's throbbing member at the back of her throat by the time she reached the base and was granted a short rest to roll her eyes back to see Clawdeen beaming at her proudly while Ben tried to resist making any loud noises as he planted his hands on her head and curled his fingers into her hair. "That's it, Twyla. Nice and slow" the werewolf instructed.

Twyla nodded her head and inhaled a deep breath through her nose as she pulled back and felt her tongue run along the length of Ben's pole, drawing a sharp hiss from him like that of an agitated snake until she reached the head and swirled her tongue tightly around the tip like she had seen Clawdeen do a few times, mentally cheering when she got the same reaction out of Ben; she was learning fast as she felt Ben force her head back down onto his cock and didn't cringe of panic as much as before and almost eagerly pulled back to suck on the sensitive tip of his member before moving down his shaft once more without encouragement.

Clawdeen grinned. "My, aren't you a fast learner."

"I think . . . she's taken after you." Ben grunted.

Clawdeen gave a smug, wolfish grin as she leaned back to rest her head on Twyla's shoulder to ensure she would be able to hear what she had to say next. "If that's the case," she cooed in Twyla's ear, pausing to give a slow lick that made the shadow ghoul inhale sharply and moan with Ben's cock in her mouth. "I'm sure she's ready to take the plunge."

"I dunno." Ben shrugged to then cast his gaze down at Twyla's sweet, innocent face with concern. "It's up to you, Twyla. You up for it?"

The shadow ghoul savored the taste of her boyfriend's thick member for a few seconds longer before she let the meaty pole pop out of her mouth, stained and moistened with her saliva as she caught her breath and wiped her lips. "I . . . I'd like to give it a t-try . . ." she nodded slowly. "But please be gentle? It's my first time."

Ben crouched down so that he was level with her and placed a hand on her shoulder to pull her into a reassuring hug. "I promise. You'll feel _some_ pain at first, but everything else afterwards should be smooth sailing."

Twyla nodded and swallowed nervously as she dropped down onto her hands and knees and crawled to turn around with her ass pointed in Ben's direction, casting a cautious glance over her shoulder as Ben approached her from behind, lifting up her skirt and sliding her soft, gray and lavender panties to the side before grabbing her hips and admiring her beauty for a second. _Damn, Bullfrag wasn't kidding,_ Ben thought as he carefully wedged the tip of his penis into her dripping, wet snatch, pausing when he caught sight of several dark, shadowy wisps that seemed to sprout from her nether regions like pubic hair while Twyla bit her lip and fought back a loud moan from the back of her throat that only increased in volume as Ben pushed in deeper and deeper, inch by inch until he was about halfway and prodding the stubborn barrier that blocked the path to her sweet virginity and the end of her passage that his throbbing member craved for. "No turning back." he warned her.

"I-I'm ready." Twyla nodded without looking at Ben with her eyes shut and her body tensed up and ready to bear the pain that was to come as the wielder of the Omnitrix pulled out slightly before ramming his hips forward as hard and as fast as possible; immediately Twyla felt dizzy, her voice hoarse and silent as she tried to scream in response to the spike of pain that was drilling its way through her lower regions like a jackhammer through concrete, her teeth viciously gnawing at her lip as her nails curled into fists and dug into her palms.

Ben however was far more interested in watching as the few, shadowy strands of pubic hair to grace his ghoulfriend's pussy pulsed and cracked violently, growing longer and stronger and more powerful as they grew to more than ten times their original size. Like octopus tentacles they wrapped their mistress' waist and thighs, holding her firm and in place before attacking Ben next, curling themselves around his legs and stomach while one seemingly courageous tendril wrapped itself around the base of his thick member, only pausing where it entered its mistress' sweet snatch to squeeze and affirm its hold around Ben; he could only watch as the shadowy tentacles constricted and clenched tightly and forced him to jerk forward, shoving his cock deeper inside of Twyla as she cried out in sweet release.

Clawdeen's mind was racing as she watched the tendrils hold their mistress and her partner together, squeezing and releasing to force Ben in and out of Twyla at a slowly growing pace while the werewolf struggled to try and remember where she had learned of this before; now that she thought about it, there had been that Biteology project several months back, far before Ben had ever uncerimoniously crash landed into their lives, where she and Venus had been partnered up to discuss the full life cycle of monstrous plants, particularly the species that Venus belonged to. Abbey had unfortunately been partnered with Heath, and the two of them had given a dramatically incorrect report about boogeymen and shadow creatures that had embarrassed Twyla to no end and forced her into the shadows and catacombs for several weeks, mostly due to the fact that Heath had brought in several inappropriate videos concerning boogeymen mating habits for evidence (he had promptly been suspended for three weeks and given detention for twice as long, though Abbey only had to suffer a very sore hand after slapping Heath silly for his incompetence). The one thing that Heath actually _did_ get right was how females of the boogeymen species often manipulated these sorts of shadows that grew around their nether regions into holding onto their partners when stimulated, much like the clasping fins of sharks and several other aquatic species that may or may not have included Lagoona and Lorna.

Most of the garbled information inside of Clawdeen's head was irrelevant now as Ben was starting to gain control over his motions again now that the black tentacles of shadows allowed him to proceed as he wished, though their grip remained constant and firm as Twyla keened and moaned; she had never felt like this before, never so complete or so full as Ben's throbbing member pumped in and out of her, often brushing up against a particularly sensitive spot that made her wail and howl with pleasure. She arched backwards from her hands and knees position and rested her back against Ben's chest while wrapping her arms around his neck and head, panting heavily as Ben down slid his hands under her thighs and began to lift her up and down on his thick shaft, bouncing her up and down and making her small breasts jiggle and jump while her tongue lolled limply from her lips as she tried to comprehend what was happening.

Yes, there had been pain. Yes, there had been confusion. Yes, she would probably either not remember what the Sphinx was happening right now with her nearly overstimulated mind or be so embarrassed with herself that she'd refuse to talk about it for weeks on end, but by Ra she had never felt so alive or so _good._ Twyla unhooked one of her arms from behind Ben's head, her body on autopilot as it drifted down to her wet snatch and began to vigorously rub and play with her sensitive clit while Ben's uncomfortably hot erection pounded the roof of her pussy and the end of her passage into oblivion, both of them deeply disregarded the bubbling, purple blood that dripped forth from her lips, the previous pain now long forgotten.

The moment shared between the two of them however was short lived as Twyla felt herself growing unbearably hot and possibly even twitching, her lower regions feeling the most uncomfortable as Ben slammed his cock harder and harder into her, as if he were feeling the same way to; the shadow ghoul soon realized that after pleasing both Skelita and Clawdeen and now finally her, Ben was probably reaching his limit and with her inexperience to the whole matter she was about to feel release as well, which brought up some heart stopping concerns for her.

Yes, she loved Ben dearly. Yes, she knew Ben loved her dearly as well. And yes, she did want to have a child with him at some point, her instincts were telling that despite all his faults and the general insanity he brought with him that he was the one, there was no way in Ra's name that she was willing to have that child with him right _now_ , and she couldn't even imagine how furious her father might become if he found out that they were going at it like a pair of hormone stricken werewolves _and_ got her _pregnant_ of all things; even Ben, with all his experience and power, might not last long against her admittedly neglectful yet caring father.

Fortunately for her, Ben pulled out of her at the last second just as the two of them came in full unison, the shadowy tentacles releasing their hold on the two of them as Twyla howled while the mother of all orgasms that rattled and shuddered and quaked through her body as her pussy seemed to explode and send sweet juices splattering all over the floor as Ben came fast and sudden, spraying his seed high into the air and all over Twyla's face and breasts, catching the both of them, particularly Twyla, off guard as they both panted and gasped for breath with Ben's comforting grip never leaving her.

"Y-You . . . you okay?" Ben asked after several silent moments.

Twyla deftly nodded. "Y-Yeah . . . I . . . I think so."

"So . . . how'd you enjoy it?" Ben asked awkwardly.

Twyla didn't answer after a time, instead choosing to sample some of the hot semen off of her cheek with a pair of fingers and study it out of curiosity, taking a cautious lick and sucking on her fingertips after a few seconds to try the full salty taste, finding it a tad too bitter for her liking however; that didn't change how she felt right now however. "Do . . . do you think we could do that again sometime . . ?" she asked, her face turning a deep shade of pink against her silvery skin.

Ben smirked and slowly stood up with his arms wrapped securely around her waist to hold her in place she followed up on shaky legs that required her to use Ben for support. "Now, now, don't get too greedy. We don't need another Nightshade around."

"One's plenty enough." Clawdeen agreed as she stooped down to gently shake Skelita awake while Ben directed Twyla under the continuously running shower head, slipping off her panties and skirt to cleanse both of their bodies fully and wash free the layers of sweat and grime and cum from their previous en devours. " _Buenos dias, Skelita._ "

The ex-skeleton stiffened and slowly awoke with a yawn, stretching and sitting up to rub the light sleep from her eyes. " _¿Qué?_ What is it?" she mumbled sleepily before catching sight of Twyla relaxing against Ben's frame underneath of the running shower head, the hot water washing away the filth that covered their bodies. "And why is Twyla . . . _desnuda?_ "

"We'll tell you later, ghoul friend." Clawdeen told her as she helped the Hispanic ghoul to her feet. "Right now, we need to-"

The werewolf was cut off as the lights to the locker room suddenly clicked on and the door squeaked open on its hinges, a peppy and slightly off tune song whistling through the air; all three of the ghouls and Ben instantly froze up like deer in headlights, holding their breath and not daring to move a muscle as the whistling grew louder and louder now that it was accompanied by wet footsteps that echoed off the tiled floor quite loudly much to Twyla's anxiety. This only worsened when the curtain cutting the four of them off from the locker room and shower was tugged aside to reveal none other than Heath Burns clad in nothing more than a pair of wet swim trunks.

"What the- _DUDE!_ " Heath gaped with eyes so wide they looked like they were going to gall right out of their sockets upon seeing not one, but _two_ stark naked and highly attractive ghouls, a female normie that looked vaguely familiar, several piles of discarded clothing, and Ben of all people right in the middle of it with his bare arms and body wrapped around Twyla.

"Heath . . ." Clawdeen started to say before Ben reacted within nanoseconds, releasing his hold on Twyla and letting her drop to the floor as he whirled around and slammed a hand down on the Omnitrix, encompassing himself in a blast of green light that warped and shifted his DNA into something new. His gut and chest exploded in size and bloated outwards into a perfect sphere of flesh as his arms and legs were absorbed by the ball of muscle and tissue with a loud squelching and slurping noise; his skin cracked and split as it hardened into a thin, metallic sheen that took on a deep bronze in color as black markings and indentions etched their way across the perfect sphere of copper before Ben's legs came jutting back out as black tubing of sorts before the ends suddenly swelled in size and shape with loud crunches and a series of snapping that formed into something that resembled a bell as his arms were thrust back out, mirroring his legs as his wrists bloating into large balls with his metallic, jointed fingers poking out at the ends. His head popped back out of the top, now bronze and black around the face with an emotionless, green expression that remained unwavering as his head flattened. A sudden growth sprouted from his skull, forming into a windup key-like protrusion that ticked and tocked while a hexagonal, glass pane opened up on his chest to expose what looked to be glowing, green gears and other wiring with the Omnitrix at the center, ending the transformation.

Lets try this again." Clockwork narrowed his eyes as Heath took several steps backwards just as the Chronosapien raised his hands above his head and gave off a low, dull sound like that of the toll of a massive bell just as the key-like protrusion upon his head started to turn counterclockwise and release a blast of high powered energy from within his inner workings; the effect was immediate as Heath's panicked movements began to slow and decrease, his breathing slowing to a crawl and his breath barely noticeable until he was frozen where he stood just as he slipped on a puddle of water and was in the middle of falling back flat on his butt, suspended for however Clockwork pleased in the time stream.

Clawdeen sighed with relief. "That was close."

"I know." Clockwork breathed, lumbering over to them and offering Twyla his bronze fingers to help her back up. "Sorry."

"D-Don't worry about it." Twyla waved it off as she was helped to her feet and managed to stand still after a few wobbling seconds before taking a look at Heath while Clawdeen and Skeltia went to fetch their clothing and redress themselves. "So . . . what happens to Heath?"

The Chronosapien hummed, tapping his chin with a metal finger as he regarded the frozen fire elemental. "Shouldn't be too difficult. I should be able to rewind time back far enough for you ghouls to get a fair distance away from here without raising suspicion and to ensure that Heath will never see us again. Or for the first time?" Clockwork wondered. "Mmmm. Paradox wasn't kidding when he said time was complicated."

"Sounds like a plan." Clawdeen agreed as she pocketed her iCoffin and stretched, feeling somewhat now constricted in her usual clothing but feeling more comfortable than before after a good shower. "Don't wait up too long." she teased as she made to leave the locker room.

" _Espere, por favor._ " Skelita spoke up as she tentatively reached for a jar of shimmering, pink sand that had been rested and set carefully upon the floor to ensure that is contents wouldn't be spilled all over the place and lost; with the jar of Boogie Sand in hand, Skelita walked over to Clockwork and looked at him for reassurance. "You are sure that you like me for who I am?"

The Chronosapien nodded. "I would be a jerk if I didn't. You're what makes you special, and I wouldn't want you any other way." he seemed to smile at her; Skelita felt her face warm up for what would be the last time as she slowly unscrewed the lid to the jar of Boogie Sand and hesitantly dipped a hand inside to scoop up some of the contents before drawing them out to take one last look at her soft, tanned skin, her delicate and sensitive fingers, took one last deep breath from her lungs and felt her heart pump and beat within her as her muscles pulled and contracted on themselves to clench her fist and raise her arm up above her head. With a deep breath, she released her hold and allowed the sand to sprinkle down on her, engulfing her in a puff of pink smoke that began to work its magic; she felt the skin wither and wear away, the keratin of her finger and toenails exploding into fine, invisible dust as the muscles, tissue, fat, ligaments, and tendons were all slurped and sucked up like strands of spaghetti from some invisible force, leaving only pearly, white bones behind while her organs began to fade away from existence. The first to go with the mammary glands and the very sexual organs that had given her such pleasure, quickly followed by her kidneys and intestines, her stomach, lungs, throat, appendix, and several other organs she couldn't remember the names of until all that was left was her steadily dying heart behind her protective rib cage until that finally faded away after several silent beats.

"I feel . . . normal?" Skelita guessed was the feeling as she glanced at her familiar, bony fingers and flexed them experimentally.

"Normal . . . doesn't quite describe us." Twyla blushed heavily as she tied her bra back into place and slipped her top back over her, hiking her skirt down into a more comfortable position to ensure that all evidence of their wild fun was out of sight and out of mind. "I'm glad it doesn't, though."

"Agreed." Clawdeen grinned as she stood on her tiptoes to peck Clockwork on the cheek. "We'll be in the LiScary once you're done here." she informed him as Skelita handed Twyla back the jar of Boogie Sand and quickly caught up to the werewolf as she left the locker room behind; the shadow ghoul stayed a little longer, her grip on the jar shifting awkwardly every now and again as she backed into one of the shadows of the room to make a swift stop by her locker where she could stow the jar away until later.

"Th-Thanks, Ben." Twyla blushed. "I . . . I love you." she whispered timidly.

"I love you even more." Clockwork bowed slightly with the ghost of a smile on his face; with a deep blush on her face, Twyla disappeared and vanished into the shadows, gone from the mortal plane for several moments until she would reappear elsewhere; now safe in the knowledge that his ghoulfriends were a fair enough distance away, the Chronosapien began to spin the windup key-like protrusion on his head counterclockwise at a quicker pace, focusing on keeping his ghouls out of the rewinding time stream as he watched Heath snap back up into the familiar, startled look of discovery that quickly dissolved into a casual and carefree grin while he walked backwards through the motions of the time, clicking the lights off and backing out the door to walk back to wherever he had been moments before.

Satisfied that his work was done, the Chronosapien released his hold on the time stream and backed into the shower stall after drawing the curtain shut just as the Omnitrix timed out in a blast of light; Ben quickly scrambled into his clothes and climbed out just as Heath walked in whistling the same tune he had before and giving Ben a passing glance as he walked past and high-fived him.

"Hmmm. _Déjà vu._ " Heath mumbled to himself, wondering why everything suddenly felt so familiar to him, as if he had already experienced before. The fire elemental shrugged it off as being nothing more than one of the many day dreams he had in class when he was supposed to be making notes and headed for the nearest shower stall, oblivious to the odd stains and smells that were quickly washed away by the hot water.

 **So . . .**

 _ **What?**_

 **You aren't . . . I dunno, put off by any of this?**

 _ **Nope!**_

 **Dare I ask _why?_**

 _ **Well, the age of consent in Wonderland is officially sixteen, so-**_

 **Nope! Don't wanna here it!**

 _ **You seem awfully tense, Creaty. I could, ya know . . . help you relax if you want?**_

 **Maybe some other time? Either way, leave your comments, reviews, suggests, and requests down below! I love hearing your ideas and suggestions and it honestly helps a lot figuring out how this series will or could work; I honestly don't know what I'd do without you guys.**

 _ **I do!  
**_

 **Quiet you.**

 _ **Hasta Luego!**_

 **I said quiet! Why does nobody listen to me!?**


	5. As You Wish

**Welcome back, one and all! I assume you trip was a pleasant one? Oh, well, enough with the formalities, time to-**

 _ **Hiya, everyone!**_

 **Oh, yeah, I forgot you were shoving in on this story now, too. *sigh* You sure you're alright with this kind of content? I mean, I know the age of consent in Wonderland is sixteen and all, but-**

 _ **Creaty, you**_ **really** ** _need to start relaxing! Too much stress isn't good for you!_**

 **It's kinda hard to relax when your little _pet_ is constantly trying to eat my face off.**

 _ **Mr. Nibbles got sick after eating some of the icky, gooey stuff under the sink and Deadpool is out on another date with Lady Death, so we have the place all to ourselves . . .**_

 **I know _exactly_ what you're getting at, and I am going to refuse your offer. Now, this wasn't supposed to be the next piece of work out from me for quite some time, it was actually supposed to be a chapter of OUAT. For those that read my main story, I apologize for the incredibly long delay, but technical errors that involve _the entire deletion of the latest chapter_ have slowed production. Combine that with (step back out into the real world for a moment) all the school work that's being crammed into the two final weeks of my school year, and I have little to no time to appropriately try and rewrite the lost chapter from scratch; for some reason, everything I try to type and copy from memory also just doesn't feel as up to par with what I had previous written, so there's that, too. I apologize severely for the delay and I will try to get the chapter up as soon as possible. What I can do however, is answer your reviews!**

 ** _LeegionnaireBlaze –_ A wonderful concept with one, big, major flaw: Maddie _enjoys_ not doing what I tell or ask of her simply because she likes to see me furious.**

 _ **You're cute when you're angry!**_

 **That may be, but I'd rather not die of a heart attack to one of my two hearts, thank you very much.**

 _ **Zachery Hance –**_ **That's right, my good man! Always expect the unexpected!**

 _ **Menatron the Angel of Ideas –**_ **I highly doubt it as I enjoy this site much more. Plus, I've made it a goal of myself to not go out of control with the gore and lust and romance like I did with WAM, which I've been going back over and tempering slightly to keep it from being removed and to avoid any nasty comments that come my way about the writing, plot, or rating.**

 _ **Guest –**_ **It could possibly be referenced in later chapters, when things start to get a little darker and what not, but it's definitely something worth considering; besides, it would have eventually been requested or suggested anyway and I thought I might as well get Skelita's turn out of the way.**

 _ **Jeptwin –**_ **To be fair, I did warn against it, though I'm glad you've decided to remain calm and logical about it in comparison to some of the more . . . nasty comments sent my way when I got the hair brained scheme to post this kind of content in my previous story (still working on censoring that a little). And believe me, I like to hang onto my childhood for as long as possible to, just in a different way that might involve what I do in the future, though I'm glad you enjoyed Heath's bit (it's become a bit of a running gag ever since I've started posting original content that wasn't transferred over from WAM). And as for Maddie . . . I'll make sure to keep an elephant tranquilizer on me at all times just in case she gets too crazy . . . or frisky . . . or maybe even both.**

 _ **Darkness Rissing –**_ **Glad you're enjoying the series; it has been a personal goal of mine to try and separate each ghoul as independently from one another as possible, both personality and sexual preference wise, just to keep things interesting. As for your little inspiration, I think I can take a guess at what that is: a Bill Cipher wheel with ten symbols representing various Ever After High characters, I assume?**

 _ **Marshman101 –**_ **It takes a very manly man to admit those kind of things out loud for the world to see without a care, and for that I commend you; enjoying your jerking time, my manly friend!**

 _ **masterart –**_ **As many a wise sensei once said, 'patience is a virtue',** ** _mi amigo._**

 _ **Numbervania –**_ **Yeah, the whole Boogie Sand gag is both hilarious and somewhat cliché/obvious; I'll see if I can't come up with a better way for Ben and Avea to go at because . . . well, to be fair, that's probably going to be the most awkward/weirdest one yet. Regardless, while I may use a lot of Spanish in my nonsensical ramblings and what not, I do not know the full language and had to rely on Google Translate for that (it may not be 100% accurate, but it's pretty darn close) and the whole changing 'o' to 'a' at the end completely slipped my mind.**

 **As for Amanita, with the exception of Nefera, Lilith, and Cleo, since the former two have reformed somewhat, that's pretty much how the rest of the bitch-personalitied ghouls will be given it to them; and no, I don't think it's wrong, although I do question what 'visual handicap' means? Does that you're blind or that you just don't have the imagination for it?**

 **Regarding Wydowna, when that little number arrives, it will probably be briefly brought up as I tend to bring up a lot of biological facts and theories regarding the different monster's anatomies and behaviors, but I'm pretty sure our little Daughter of Arachne will be able to restrain herself . . . and if not, Ben's more than capable of going toe to toe with a horny spider ghoul.**

 _ **Ooh! Biscuits and orange marmalade! Not as good as bandersnatch butter and Wonderland tea cakes, but delicious nonetheless.**_

 **Lets just hope that this food doesn't talk back. Ew.**

 _ **maverickmoxey2000 –**_ **Your alien idea might be reused for Avea's chapter because, in all honesty, it's hard to picture a guy (even Ben) having sex with a horse/equestrian creature and not the other way around. And yes, I believe skeletons and zombies are separate species, due to one of them having flesh (albeit rotting) and reproducing like they use to and the other reproducing by collecting bones to build a body that requires a little bit of necromancy to bring to life. That's my theory anyway.**

 **As for your suggestion for Toralei, it's quite literally perfect. I can just imagine Toralei breaking down after all that and Ben being the only one willing to hold her and be there for her. Quite touching actually to the point where I really want to do it, but I'm not moving onto other ghouls until every other ghoul (with the possible exception of Frankie) goes another round with Ben.**

 **Your ideas for Vandala, Jinafire, Venus, and Abbey were down right hilarious and have definitely given me a couple of ideas XD Concerning Lizzie, don't do anything I wouldn't!**

 _ **Malchior the Bad –**_ **It is a promising idea. However, this kind of ruins Marisol's personality, and having to deal with a caveman Ben that might have thawed out from a block of ice (since he refused to turn into a Pyronite, believing himself to always be burning every time no matter how many times he turns into one). It's more comedic than romantic, but I'm not throwing out the idea yet; if you can think up a decent concept, then I'd be more than willing to write it the moment Marisol Coxi gets voted next.**

 _ **Zanzar –**_ **I know we already discussed this in a PM, but I'll give you a quick reminder just to be on the safe side: the rating will note be changed (the violence and gore will be kept to the usual Ben 10 rating that they premier on TV) and what happens next depends on which ghoul is voted next. In all honesty, I'm hoping some of the previously picked ghouls are voted again; I have some other ideas I can add to their stories.**

 _ **DracoAngel17 –**_ **Glad I've still got a knack for reeling in new readers :)**

 _ **Maybe you're a fisherman! Or a fisher-Tetramand? How does that go anyway . . ?**_

 **I wouldn't even know. Either way, we all have our fortes and what not, so I wouldn't expect any suggestions or help if you didn't know what you were getting into; if you had ideas for set ups to these different one-shots, that might be different, but that's entirely up to you. Regardless, I hope you enjoy!**

 **Well now, that seems to be about it! If you'll excuse, I'm going to go take a nice and much needed nap . . . and hopefully be able to sleep without Maddie trying anything.**

 _ **The silly goose always returns North!**_

 **I have no idea what that means, but I'm pretty sure it's not good. As always, comment, review, suggest, and request down below! Send me your ideas for future fuckings and they just might make the cut!**

 _ **Onward!**_

 **Ugh. Good night.**

* * *

Nefera grunted as she deflected the hot blade of the energy sword with her own set of katanas, struggling slightly against the intense pressure put behind the swing before she shoved back with as much strength as her arms would allow her and delivered a swift kick to Eighteight's gut, succeeding in getting the Sotoraggin off of her.

It should have been a simple shopping trip to Undertown – an alien settlement that had evidently sprung from an off world work force that had originally been tasked with repairing the damage in the wake of a To'kustar battle but had been constantly expanding as new immigrants from distant planets came to take advantage of the new business outlet – to grab some new fabrics that Clawdeen was trying out in her latest fashion line for a small business she had started up online as a class project but had been expanding ever since and some more of those tentacles that Whisp had taken a sudden liking to; the genie still needed to work on her cooking skills, and Grandpa Max was all too eager to pass down his knowledge of strange culinary recipes to someone who appreciated his cooking.

In theory, this was supposed to help Ben learn to like tentacles and other alien delicacies. After all, if Robecca could break him off of smoothies long enough to get him to drink and appreciate ginger tea, then Ben could learn to love tentacles, right?

The short trip to the Undertown marketplace, where a heated argument had taken place between Nefera and a tentacle vendor over how expensive the tentacles were, had been promptly interrupted by an assassination attempt by the Sotoraggin triplets, though Nefera couldn't be sure if they were actually related or not, given the way they often yelled in their garbled language and made threatening gestures at each other.

Nefera had long accepted that becoming one of Ben's many ghoulfriends was going to put her life in jeopardy at times, whether she did it intentionally or not; after all, she had dealt with an assassination attempt by her own traitorous uncle that had led to her family's entombment for nearly five-thousand years that left them cursed and unable to leave the safety of the crypt without wearing a special artifact lest they turn to desert sand. And considering how many enemies Ben had made over the years, intentional or otherwise, and the amount of bounty hunters available for hire in the various bars and other unsavory places of Undertown, she could safely say she danced with death every other week or so. Really the only time she and her fellow harem ghouls got any peace was during the rare times when a good majority of Undertown's available assassins were behind bars.

"Whisp! Behind you!" Nefera yelled a warning before she ducked under a sniper shot from Sevenseven's shoulder mounted turrets.

The genie whirled around and ducked under the first swipe of Sixsix's spinning, energy saw blade mounted upon his wrist before jumping over the second swipe and vanishing in a puff of blackened smoke that left the Sotoraggin greatly confused as to what just happened as he scratched his head with a claw.

" _BANZAI!_ "

The armored bounty hunter glanced at the shout and stumbled back in surprise, spouting off curses when Whisp reappeared in a puff of smoke above him and dropped down on his head, blinding him as she clung on tightly and cheered when he began racing about in an attempt to throw her off; the djinni quickly shifted her position and wrapped her legs around Sixsix's head, blocking his vision, as she expertly blocked and countered every strike of his claws to try and hit her until she eventually managed to ram him into the side of a building, leaping free of his shoulders and leaving the Sotoraggin in a dazed state of mind.

The clash of Nefera's swords distracted Whisp for several moments, her eyes drawn to the mummy's fluid movements. The Egyptian princess was by no means a master swordsman, barely even scratching the surface of true mastery and skill, but that mattered very little to either of them; Nefera's movements were smooth and transitional as she clashed time and time again with Eighteight, raising her swords just in time to block a crushing blow, parrying the strike, and deflecting the following blow before pushing up on the Sotoraggin's hot, energy blade and kicking her in the stomach again. To Whisp, she was a towering goddess with perfectly tanned skin, amazing eyes and succulent lips, alluring curves with a chest and ass that made Whisp drool hungrily whenever she starred at them for too long. Only the occasional slip up from the mummy reminded Whisp that she was not immortal and still very vulnerable to the threat of injury and death as the same as any mortal.

A series of low growls and groans that sounded like cursing drew the genie's attention as Sixsix started to come to, sounding none too please.

Whisp grinned as she tapped the Omnitrix gifted to her by Ben and selected one of her two available transformations, slamming down on the activation button and encompassing herself in a blast of midnight blue light. Her soft, segmented, pink skin faded and turned a smooth chrome white with a soft crackling noise while her skin solidified, a more sickening noise catching Rosabella's attention as the genie's frame shrank and was compressed further and further with every passing nanosecond, her bones becoming shorter and more flexible until they were simply done away with and fused with Whisp's skin during a series of skin squelches and wet pops. Her lips split and widened as her head molded into a roughly football-shaped sphere as her organs oozed and sloshed around inside of her, beginning to squish together to their limits as her lungs bloated and grew to become the largest organs in her body. Her pointed ears were pulled back against her head, fusing together with her skin and swelling to large half domes on either side of her head that resembled headphones in a way that wrapped up over her head in a way that simulated pigtails or sorts as her eyes dilated and shrank while the Omnitrix appeared on her forehead, completing the transformation.

"How's this for dropping the bass?" Sonic Doom quipped with a cocky smirk.

The Sotoraggin bounty hunter growled venomously. " _Grojhcjkhgjkcjlickcjshck!_ " he cursed, thrusting a claw angrily at the female Sonorosian before clenching his fingers into a tightly, twitching fist; it didn't take a genius to figure out that he was extremely annoyed with her and quickly losing his patience, especially when his hands and forearms shifted and morphed into a pair of gattling guns while a pair of turrets rose from his shoulders and gave an ominous hum as they powered up.

Sonic Doom seemed hardly concerned as a deep blue wave of light swept across her body, quickly dividing herself into a clone as each duplicate stepped to the side to free themselves from the other, repeating the process until there were at least half a dozen of them all lined up in a row with identical, cocky smirks plastered on their faces. The two of them stood there what felt like an eternity before Sixsix aggressively attacked, firing off the turrets from his shoulders and relentlessly pelting Sonic Doom with his gattling guns before the Sonorosians sucked in a deep breath and erected a shield of pure sound in front of them, effectively deflecting any attacks off of them and elsewhere, causing more collateral damage as stray laser fire struck the dirt and surrounding shops with deadly precision.

Several of such lasers entered into Nefera and Eighteight's battle, forcing the mummy to jerk her head back to avoid getting struck and then proceed to duck under a quick swing of her opponent's blazing energy sword that sliced through the air with a low, vibrating hum that just barely managed to graze the back of Nefera's head and slice off a single strand of her Nile blue hair. Her pulse was racing as she nailed another kick to Eighteight's chest, knocking back enough for her to lung forward in a dramatic and powerful attack with both swords raised over her head for downward strikes; the move would leave her susceptible to being countered and attacked herself if she didn't move fast enough, but the pros outweighed the cons if she could deal the blow safely.

Unfortunately for her she had completely forgotten about Sevenseven, who had taken up a sniper position for once instead of rushing in as he usually did, and cried out as she was struck in the shoulder and sent sprawling several yards away; her swords clattered and skittered away, too far out of reach for her to use. Not that Nefera could anyway, her shoulder was giving off a putrid odor as it smoked from the shot, not to mention sending waves of pain radiating through her body. With one of their two bounties down for the time being, Sevenseven jumped down from his position on a nearby roof and slowly, cruelly walked over to Nefera's fallen body as Eighteight stood over her with the glowing tip of her energy blade pointed right at her; the younger of the two siblings cracked his metallic claws, opening a compartment on his wrists that smoothly popped out what looked to be the equivalent of alien brass knuckles that crackled and snapped with a dangerous amount of energy.

"Nefera!" one of Sonic Doom's duplicates cried as the five other clones dropped the sound shield and pounced forward, tightly latching onto Sixsix like a swarm of parasites that refused to get off no matter how hard the Sotoraggin jumped and bounced and cursed at them.

The mummy hissed as her shoulder cried out in pain when she shifted and managed to prop herself up on her elbow, her teeth gritted and her jaw clenched tightly to try and tolerate the sense of discomfort in her arm. The sound of the Sotoraggin sibling's feet slowly, deliberately clapping loudly against the solid rock beneath her managed to snap her out of her daze as she looked up at the cold, faceless masks of her attackers, unable to guess at what kind of face or emotion lurked behind those abyssal masks of theirs. With a grunt, Nefera slowly pushed herself up into a sitting position, her hand still holding her stinging shoulder as she drew her knees up to her chest and inhaled a sharp breath; the pain was starting to ever slowly ebb away from her shoulder, giving her enough incentive to glare back at Sevenseven and Eighteight.

Her eyes narrowed as they flickered to the Nile blue Omnitrix fastened to her wrist, her pulse pounding in her head; if she wasn't fast enough to activate the device and dial in Piscesca, she would either be sliced to ribbons or be relentlessly punched and electrocuted if the way Sevenseven's weapons sparked and chattered angrily was anything to go by. "You dare strike down a princess?" she snarled.

The question seemed to startle the two Sotoraggin bounty hunters, if only for a _very_ brief moment, giving Nefera ample time to quickly tap the Omnitrix and select the first transformation that was available, slamming down on the core and swallowing her in a blast of bright, blue light. Her skin squelched and bubbled and stretched over her figure as her bones cracked and ground heavily against one another, slowly dissolving and merging with her fibrous muscles; her tissue bent and stretched, threading around and through one another as her perfectly tanned skin darkened and took on a light shade of green the color of new leaves. Her bones and skeleton had finally vanished, allowing some of her tissue and muscle to wind tightly around one another to form a loose support system while her feet, now nothing more than hempen mops of flesh, stretched and warped into root-like growths that functioned as feet as they wrapped around one another sprouted a single thorn from the tip. Her figure shifted and molded like clay, increasing her height by a foot or two as her shoulders broadened slightly and green plant fibers snaked and slithered and weaved themselves around her widening hips and swelling bust, cupping her breast-like tubers quite nicely. Nefera's head was suddenly swallowed in a mound of squishy plant material, blinding her as blue and yellow thorns popped out of her forearms and shoulders, twisting her delicate fingers into sharp claws; her was finally released with a wet squelching noise as her skull shifted and suddenly exploded into a head of bright Nile blue and yellow petals with vibrant oranges thrown in here and there. Several more creepers and vines curled themselves around her breasts and wove their way across her midriff and farther down South until the Omnitrix appeared on her toned stomach, completing the transformation.

The female Methanosian groaned slightly and held a hand to her head, still slightly put off by the turret fire she had taken to the shoulder; she hardly seem to notice her new form until she noticed that her skin was not covered in its usual slime and scales. "What the Sphinx?" she gaped as she starred at her hands.

" _Jckclickcickcjdkcickccklckcjk!_ " Sevenseven snarled.

" _Kclickc. Jikickcjcjilkickcjck!_ " Eighteight seemed to stare hopelessly at her younger brother before she suddenly lunged forward and swiped her sizzling energy blade in a swift, downward arc, slicing right through the Methanosian's arm in a splatter of wet plant juice. The decapitated limb fell lifeless to the ground, the fingers still twitching every now and again as sticky plant juice and dew bubbled forth from the hollow, vine-like veins.

"Hey! I needed that!" she yelled virgourlsy.

" _Jkklkuicjkcic!_ " Eighteight spat off, moving to attack the Methanosian again.

The alien plant gritted its teeth with annoyance and drew back her fist while trying to remember how her much more skilled boyfriend used her current form; it wasn't until she thrust forward to deliver a harsh punch to the Sotoraggin's face did a wave of hot flame suddenly erupt from a flap on her palm, blasting Eighteight back and leaving her slightly disoriented.

The female Methanosian starred at her hand with curiosity, memories suddenly starting to come back. She then cast a glance down at her fallen arm and rubbed her chin in thought before several vines suddenly snaked forth from her bleeding shoulder and wrapped around the decapitated limb, thrusting themselves into the veins of the appendage and reeling it back into place; a soft bubbling of wet flesh and several sickening squelching noises later and the wound was completely closed and healed, something that brought a victorious grin to her face. "Oh, I am _loving_ this. I think I'll call her . . . _Pyrofight._ "

She was wasn't able to admire her new name for long as she quickly dodged to the left to dodge a thrust of Sevenseven's energy knuckles and blasted a wave of fire from her palms to the back of the Sotoraggin's head, sending him flying through the wall of a nearby structure before she turned around and managed to catch the vibrating edge of Eighteight's energy sword. Pyrofight's skin bubbled and shifted as vines sprouted from her wrists and wrapped around the sizzling blade, giving her more than enough power and strength to yank the energy sword out of the bounty hunter's grasp and send it flying several yards away where it sank several feet into the rock with ease.

"Nice-"

"Moves! _Gah!_ " Sonic Doom commented before crying out in surprise as Sixsix pried several of the female Sonorosians off of him and chucked them as far away as possible, the gattling guns upon his arms rapidly firing and expertly filling them full of holes; this was of little problem to Sonic Doom as she effortlessly divided herself into several more duplicates to replace the lost ones, multiplying herself further and further until roughly a dozen clones stood in a loose ring around the Sotoraggin mercenary. Sixsix coolly turned around in a slow circle, taking in the situation and snapping the gattling guns and turrets back into place before pulling a pair of high-tech blasters out of two of the many pouches that lined his armor.

A soft hissing noise drew Sonic Doom's attention as the ports on his shoulders opened once more and a pair of comically, stubby arms slithered out with a sickening squelching noise, each of the laughably short fingers curled around what looked to be an explosive of some kind; before the Sonorosians could do anything however, the bounty hunter chucked the two bombs at the ground where they instantly exploded and cloaked him in a bank of smoke, leaving the Sonorosian clones blind to his movements.

At least, that was what Sixsix had intended.

"Echo!"

"Echo!"

" _Echo!_ "

" _Echo!_ "

"ECHO!"

"ECHO!"

" _ECHO!_ "

" _ECHO!_ " Sonic Doom screamed, sucking in a deep breath and blasting out an ultrasonic scream one after the other, sealing Sixsix inside of an echo chamber of sorts composed entirely out of sound. The mercenary's armor would have initially protected him from a short blast from any of the Sonorosians, even withstanding a quick team up between several of the clones, but even it started to bend and warp with a low groaning noise under the sheer pressure and volume of the Sonorosian's echo chamber. The smoke bombs had ended up being absolutely useless to him as he dropped his blasters and crammed his claws into his body armor's auditory sensors in a futile attempt to block out the noise.

" _ECHO! ECHO! ECHO! ECHO! ECHO! ECHO! ECHO!_ "

His eardrums were pounding in his skull, his auditory sensors only making matters worse as he crumbled to his knees, desperately trying to cushion the blow of the sound and remaining absolutely oblivious or uncaring to the way his armor cracked and split along the back and limbs. His helmet cracked, radiating jagged lines across the surface of the mask as he roared and yelled with agony in his native tongue, a language that none of the Sonorosians understood or cared about as they only increased the sheer volume they were outputting until the mercenary finally caved in and slumped to the ground with a groan and a _thud!_

" _JCKCJIJCKLCKCJCJKCCIHGJICKC! JICUKCLKILKCK!_ " Eighteight spouted off as she rushed forward with nothing but her fists to aid her and decked Pyrofight across the fight before delivering a swift uppercut to the jaw with a loud _crack!_ and following up with a roundhouse kick that sent the Methanosian skidding back a short distance. She spat a glob of wet sap at the ground and gesture for the Sotoraggin to come at her with her best shot, balling her hands into fists as Eighteight came charging at her; Pyrofight was ready however and slugged the bounty hunter as hard as possible in the gut, knocking the wind out of her and giving the taller of the two enough time to grab her by the shoulders and begin to spin around in a tight circle, building up momentum until she let go and sent Eighteight flying.

The Sotoraggin used her unexpected flight to her advantage however and tightly spun her body in a corkscrew with her arms stretched out and ready to grasp the hilt of her crackling, sizzling energy blade as she flew by; the bounty had been foolish enough to throw her in the direction of her weapon! _Ha!_ It seemed she still had much to learn from Tennyson if she was going to be of any threat to her. With a grunt, Eighteight grabbed the handle of her weapon and used her momentum to spin around and hurl her body weight back at Pyrofight, yanking the blade out of the rock and swinging it a heavy, downward cleave that would have sliced the Methanosian in two had she not quickly tossed a handful of seeds to the ground and raised her hands towards the heavens; thick and thorny creepers instantaneously erupted from the earth, curling her ankle and smashing her to the ground where she struggled for several harrowing seconds before she easily sliced them to ribbons with her weapon.

By this time, Sevenseven had managed to extricate himself from the debris and was thoroughly annoyed as well. He glared incredulously at the methane-fueled alien and cracked his neck and shoulders with a single flex and roll before he lunged forward with his fearsome energy knuckles, more than enough power to send even a barreling Arburian Pelarota bouncing back with a solid punch, crackling and snapping hungrily as he and Eighteight rushed at Pyrofight from opposite ends; should of them miss, the other would deal the the crippling blow before they finally ended her, dragging her body back to their bondsman and thus earning them the hefty reward placed upon her head.

Pyrofight however, was not having any of it. " _ **ENOUGH!**_ " she roared, thrusting her hands out in both directions and sending a surge of fire that engulfed her entire form outwards, filling the air with arid smoke and the scent of burning rubber. Sonic Doom shielded her eyes, recalling her clones and duplicates seconds before the Omnitrix timed out in a blast of dark blue light and returned Whisp to the world; the genie quickly snapped her fingers and summoned a gas mask over her face to help her properly breath as the firestorm slowly began to dwindle and die, leaving nothing but smoldering wreckage and burning remains as she approached.

She soon came across Sevenseven and Eighteight lying exhausted and defeated in the dirt, groaning every now and again from the suffering of smoke inhalation that their body suits would soon flush out and wounds they had accumulated in battle; Pyrofight had fallen to her knees, panting heavily as she gasped for breath, only moving when she felt Whisp kneel down and touch her shoulder.

"Th-That . . . that . . . was scary cool . . ." the Methanosian gulped for breath.

"You bet it was!" Whisp grinned brightly from behind her mask, latching onto and hugging Pyrofight tightly. "Wait'll Ben hears about this!"

* * *

As it turned out, it was going to be a while before Ben could hear of their exploits.

At least, that was what Nefera had said she was able to make out over the horrendous din on the other end of the phone. Apparently, it was going to take a lot more than a cell full of mutilated, stuffed animals to keep one Dr. Aloysius James Animo under lock and key; it seemed the evil geneticist had managed to reach and use one of his remaining Technobugs kept in a lab on the Plumbers Headquarters space station for hopeful demutation to escape his cell and was currently crawling through the labyrinth of air ducts and ventilation shafts to try and reach the escape pods.

Ben and Gigi, who had just been leaving the Headquarters to return home to pick and hack away at the mountain of homework she had accumulated for the weekend before the crisis had turned the space station on its head, had reassured them that the situation was under control and they would home as soon as Dr. Animo had been returned to his cell. Moments later, a small explosion and several vicious screeches could be heard on the other end and the call had ended after the sound of the Omnitrix activating and Ball Weevil skittering into battle came from the other end.

This left the house they all shared to Nefera and Whisp; the other ghouls were occupied by other things, whether it be shopping, group projects over at someone else's house, or training that had promptly been interrupted by the escape of Dr. Animo. After putting away their reclaimed treasures from Undertown, Nefera had retired upstairs to rest after the exhausting battle, leaving Whisp downstairs and to her own devices until someone returned home.

Of course, for a genie that couldn't stand to sit still for more than a few minutes, this wasn't exactly ideal.

With a sigh, Whisp shifted herself into a more comfortable position and flicked on the TV, cycling through the channels and skipping past an old movie, _A Scaremerican Werewolf in Londoom_ , before finally settling on a rerun of Charles Zenith's _The Most Delicious Game_. The details surrounding the time Ben had been apart of the show were hazy to them (mostly because none of them ever wanted to watch that particular episode), but from what they had gathered it hadn't turned out well for the charismatic host; had he not been put into a state of eternal sleep by Pesky Dust, he could have very well ended up in a full body cast or worse based on how ticked all of the females had been after being stuck inside of the Null Void, including the ghouls and a very large portion of Monster High female population (it seemed Cleo had been particularly nasty, but then again anyone would be if they were nearly eaten by a Null Guardian and crushed by a mutated To'kustar all in the same day, and in pumps no less).

Whisp was hardly paying attention to the poor fools that had found themselves to be the victim of the very show they had been watching mere moments before; her chaotic thoughts simply wouldn't let her. Her mind continued to wander back to the fight in Undertown, particularly Nefera. The genie couldn't get over the mummy's luscious curves . . . her beautiful breasts . . . those alluring lips . . . the way she fluidly moved through the battle, effortlessly clashing time and time again with her opponent and never missing a beat, as if she were dancing to a rhythm that only she could hear.

The genie could feel her hands start to move on their own accord, comfortingly rubbing her arms and eliciting a slow, warm feeling that ebbed its way through her body in a pleasant way that drew a deep inhale from her. Whisp ed her eyes to droop shut as her arms slithered around to hug her loose and warm, much like the times the genie often snuggled up to the mummy on a cool, summer's even and used her like a pillow and blanket rolled in one that often sent her falling into slumber and leaving Nefera or Ben to carry her back upstairs to her room.

She bit her lip and hissed softly when one of her hands transitioned to her breast, cupping her left boob and gently massaging small circles into the mound of flesh with her fingers while her other hand traveled South across her midriff and slipped fluidly into her soft, silk pants where her fingers expertly maneuvered their way beneath the silky, black thong she wore in the hopes of teasing Ben whenever they got doused or suddenly wet during their misadventures (which was actually quite often). The fact that she commonly chose to where no bra, as Whisp felt it to be too constricting at times, only helped her in her mischievous endeavors in taunting her boyfriend with fruit that he knew was forbidden and just out of reach.

" _Nefera . . ._ " Whisp moaned softly to herself as she began to slowly rub her quickly moistening slit, earning a low hiss of contentment. The gentle cradling of her breast turned into a firm grip that slowly molested the warm mounds in pleasuring circles that only increased the wetness she was feeling between her legs; a finger eagerly slipped between her dampened lips and was almost immediately devoured by her starving snatch, her walls clenching and wrapping around the digit.

The genie was beginning to feel hot, her pale, pink skin steadily becoming moistened with sweat as she increased her efforts; the TV was all but forgotten as she squeezed her breast tightly in her grip and jumped to pinching her hardened nipple between two fingers and rubbed them together. She gave a gasp of pleasure at that and the movement of her finger sliding in and out increased further, moving on to a pair of fingers to further pleasuring herself with.

Whisp began to wonder if Nefera would do this kind of thing to her, teasingly finger her wet twat and give her a pleasing feeling that would set her on the edge of climax before the mummy would cruelly cut her off. And then Whisp, all hot and bothered by her mistress' harsh actions would be forced to please Nefera how she saw fit. Perhaps she would have her play with those breasts that were nearly as big as Whisp's head? Or maybe she would be ordered to lick her mistress' waiting length? There was even the possibility that she would be even granted the pleasure of feeling Nefera's lips against hers.

By now, the genie had kicked off the pair of baggy, silken pants that she wore and all but torn the soaked thong off as well, now choosing to drive three fingers over and over and over again in her pussy lips in the hopes of reaching that almost unattainable feeling of satisfaction. Her shirt was pulled up to let her breasts flop out and jiggle and quiver at their mistress' touch, increasing the amount of contentment she was feeling, but . . . it wasn't enough. Her touch wasn't as alluring or comforting as she believed (what she saying? She _knew_!) Nefera's to be and the way her fingers were pushing themselves deeper and deeper inside of her didn't compare to the way Ben was able to please her.

She was now stuck in sexual limbo, where she was too in heat to get out but not in far enough where she could feel full pleasure.

"Sphinx." Whisp cursed, slumping back against the couch out of irritation.

She needed to feel Ben's pulsing, solid cock buried deep within her folds, she needed to feel Nefera's lips upon hers, she needed to feel gratification, and she needed it now! But Ben wasn't going to be home for an hour at the very least, depending on how slippery a certain evil geneticist was, and Nefera was upstairs asleep and exhausted from their previous fight; she was probably not going to be in the mood for sex, no matter how many tricks Whisp might have up her sleeves. And while genies were nigh omnipotent among monsters (though nowhere even close to that of Celestialsapiens), Whisp didn't think that creating a clone of Nefera to please her or manipulating her beloved mummy's mind would be the same, not to mention morally wrong.

But . . . what if Nefera didn't have to be awake to help Whisp get off? What if Whisp could finally satisfy herself and the mummy's slumber would never be disturbed?

With this thought in mind, Whisp quickly switched the TV off just as Charles Zenith was about to be eaten by an irritated Tyrannopede during the show's recently released blooper reel and quickly scampered over to the stairs before coming to a screeching halt; teleporting between destinations often created noises and irritating odors and chemicals that could easily alert one of her presence, so she had to be quiet and cautious in her ascent up the creaking steps as even the slightest groan could alert Nefera. The ghouls had lived together long enough that one could distinguish who was making there way up the stairs, with Robecca's footsteps often accompanied by the coughing of her rocket boots and the faint scent of warm water from her boiler and Lilith's being someone lose yet heavy in footstep from her wings and her commanding presence.

The djinni sucked in a deep breath in an attempt to make herself lighter against the creaking steps and dropped down to all fours like she had seen Jane do multiple times when she was trying to slink around unnoticed, placing one hand in front of the other ever so slowly. Any time the step gave the slightest of groans she hesitated and repositioned her weight to avoid alerting Nefera before taking the next step and bringing her foot up next. The climb up the stairs seemed to take agonizing hours, her sexual tension building up to a near torturous level by the time she reached only halfway and by then an impatient Whisp decided to simply screw it and threw herself up the rest of the way, just barely managing to land on the top step and avoid a loud, pain, and downright embarrassing fall back down.

With a silent, deep breath, Whisp pressed herself up against the hall and carefully made her way along the wall towards the slightly ajar door that led into the inner sanctum of her beloved Nefera. Her breath was ragged and scared, knowing that at any moment that the mummy could wake up and take notice of her current appearance, no doubt wondering just _why_ she was naked from the waist down and heading in her general direction; but the rewards were well worth the risk as the genie slowly pushed open the door to Nefera's room, cringing slightly at the creak of the hinges before he slipped inside and closed herself in.

The room was well furbished with a large, walk-in closet that held a wide variety of clothes, accessories, jewelry, shoes, and a full length mirror that Nefera spent hours preparing herself in front of; the outcome was well worth the wait in both Ben and Whisp's opinion. The floor was a comfortable carpet of exotic origin colored a brilliant shade of indigo and yellow pushed up against a wardrobe, a dresser, and a large canopy bed that was more than capable of rooming half a dozen individuals across its entire width beneath the silken, Egyptian cotton covers and sheets. Whisp knew from experience that the bed was like sleeping on a cloud and that cuddled up with Nefera was almost like sleeping with a goddess.

Whisp couldn't get over how flawless Nefera was, how absolutely perfect her skin was completely devoid of blemishes that would have otherwise tarnished its stunning nature. Her long, blue locks were fluid and deep like the coursing waters of the Nile, occasionally streaked by gold and brown to match her utterly captivating features, everything from her full, alluring lips to her gore-geous eyes. And that was completely ignoring her transfixing figure, the way her body seemed to move in an unnatural curves and accented her alluring breasts and wide hips. The genie bit her lip and carefully grabbed the hem of Nefera's silken, white pants to slowly, cautiously begin to pull them down; her eyes were widening with every second the further and further she pulled Nefera's leggings down, her tongue nearly lolling out of her mouth when she caught sight of the tantalizingly small thong that the mummy wore.

The djinni quickly tossed the article of clothing aside and crouched down to inhale Nefera's sweet scent, like that of expensive perfumes and Nile lilies, and eagerly pushed the Egyptian princess' thong to the side and gave a long, slow lick up Nefera's length; she trembled at the taste, like sweet honey it was, and drove her tongue further into Nefera's folds, her eyes drooping closed at the sweet, honey-like taste. She could feel a heat building at her core, her pussy lips steadily moistening as she lapped at Nefera's yielding slit, digging and searching for more of that golden honey that she craved. Whisp placed her hands upon the mummy's thigh's, spreading them further to give her more room to work as her lower half began to roll and grind against the floor in an attempt to help get off while she hungrily poked and prodded for more of the sweet juices that she desired.

Whisp was ravenous in her search, never satisfied like some kind of wide-mouthed creature with a bottomless stomach as she buried her face into Nefera's folds. She moaned as she slurped and licked, swirling her tongue through the mummy's alluring folds, inhaling the sweet scent of her juices, the pheromones her body reeked of like a wild animal in heat, the steady build up of sweat as Whisp worked. The genie tentatively rimmed the very edge of the Egyptian princess' lips, continuing her way upward without pause as she traced her tongue across the cool, flat muscles of Nefera's belly and pausing only long enough to tease and prod the mummy's naval (Nefera claimed that she was going to get it pierced, and Whisp honestly couldn't wait) with her oral muscle before continuing her journey upward; her hands grasped and rubbed against Nefera's hips and sides, her fingers hooking over the hem of her shirt and pulled it up in a fluid motion that all but tore the bra that pinned those gorgeous melons back to shreds.

Whisp immediately latched onto those beautiful breasts with relentless wantoning, her lips closing around the left nipple while her hand attacked the other breast with great eagerness. Those boobs, those wondrous mounds of untouchable flesh were the equivalent of the largest diamonds to her as she messily dribbled and drooled over Nefera's breasts, saturating them with saliva that she lapped up and swirled particularly fast around the aroused tits.

" _Mhmm . . . ahaa . . . Nefera . . ._ " Whisp moaned through clenched teeth as she hungrily gnawed onto the hardening nipple; she briefly wondered if it was even possible for her to draw forth milk from those breasts, but she suspected that Nefera would not be very happy with that if she found out. In fact, if Whisp were to be caught right now, it would most likely be the end of her relationship with Nefera, wherever they stood. But her sexual desires, her sexual needs were too great for her to feel guilty right now, her lower regions like simmering, steaming coals with how hot and wet they were. She just couldn't bring herself to stop!

And the more that Whisp thought about Nefera waking up and catching her red handed, the more she wanted to continue while silently hoping that there would be a _slight_ , off chance that she would be discovered. And if Ben or Gigi, or Venus, or Robecca, or even Jane walked in on them . . . Whisp didn't think she'd be able to control herself!

A sudden movement beneath Whisp caught her attention as she froze on the spot like a deer in headlights, rolling her eyes up to see Nefera gazing down at her with a sleepy expression, her expression still haggard from recent slumber. The genie felt her pulse racing while she paused in mid-lick, her mind mentally racing and trying to figure a way out of her current situation as her fingers twitched, ready for the slightest movement; the oddest thing however, was that Nefera didn't look angry at all, rather she looked almost _pleased_ or at the very least tolerant of Whisp's endeavors.

"Um . . ." Whisp hummed, trying to come up with a half decent excuse.

Nefera gave the faintest of smiles. "If you wanted a round with me, all you had to do was ask," she purred. "You're just lucky I'm still worn out and too tired to resist."

Whisp blinked, processing that piece of information as she crawled off of Nefera and sat up on her knees by the mummy's side, a slow smile crossing her lips. "So . . . you're saying I should continue?"

"Please," Nefera slowly nodded. "But would you mind starting over? I'd like the full experience, if you catch my drift."

" _Perfectly._ " Whisp wiggled her brow suggestively before she snapped forward and pressed her lips to Nefera's, cupping her face in her hands as she hungrily began to move in a quick and pacing rhythm that Nefera continued to resist and fight against until the genie reluctantly slowed down to a more even pace; the process was broken for the briefest of moments as Whisp all but ripped off Nefera's top and latched back onto her again, curling up in the mummy's lap as she ravenously kissed her.

Nefera was slightly taken aback by Whisp's eagerness, but then again the genie was just about ready to try anything; she was the only ghoul out of their harem that had tried and enjoyed tentacles of varying styles and choices without hesitance while the others, especially Ben, were still trying to get past the fact that the snapping, cracking appendages often still moved and squirmed about on their way down. That and, according to some rather surprising stories from Gigi, the shadow genie was rather blunt in what she wanted, whether that had been her previous goal of transferring all of the lantern's power to her or loudly proclaiming that she was horny and required Gigi's services (of which the original genie of the lamp often hesitated upon fulfilling).

Her previous self would have cringed and jeered at such blasphemy, finding it utterly repulsive had the genie latched onto her like a leech and immediately begun to try and sexual satisfy her, but that previous version of herself no longer existed. Now, she actually found the head of midnight blue and pale pink, almost silvery gray skin quite endearing and those wide, mischievous olive green eyes almost impossible to resist without feeling her heart twist in pain.

She could Whisp's hands begin to roam and search, sliding down her neck and collarbone and fluidly across her shoulders before transitioning to her breasts, all without every breaking the tender kiss between them. Like an excited child that had just received a brand new toy, the genie eagerly played with Nefera's gigantic breasts, attempting to grope them with a single hand and only managing to get a fairly large portion between her grasping fingers; she could have honestly spent hours, maybe even days just endlessly sucking and biting and molesting those massive tits, and the djinni would have never gotten bored in the slightest, instead opting to probably somehow find someway to maximize the amount of fun she could have with them, if Nefera was able to sit still for that long of time or take that much pleasure in one go without overstimulating herself.

Nefera moaned into Whisp's lips, expertly rimming them with her tongue like she had often practiced with Ben during their late night make out sessions together, only giving a mild jerk of surprise when Whisp thrust her tongue into Nefera's mouth without the slightest bit of hesitation and instantly began to take control over the bit of territory . . . and the mummy actually found it enjoyable. She deepened the kiss by fighting back against Whisp, sampling the taste of her lips as she wrapped her arms around the genie's shoulders and hugged her close to her body, her towering frame almost acting like a second bed for her to lie down on.

Her primitive grunts and moans turned into sudden gasps for breaths as Whisp's fingers finally found their way past her moistened pussy lips, driving a pair of her digits into her snatch with slow, driving force; a warming sensation was starting to build up in the Egyptian princess' core, her pulse hammering and her hormones soaring. Her moans were more lustful as she ground her hips against Whisp' fingers, hungrily kissing her with passion.

She was horny, alright? Don't judge her!

* * *

Gigi knew from the second she had developed a crush on Ben that there were going to be consequences and repercussions, chief among them being that her life was often threatened on a weekly basis to the point where she could fend off three assassination attempts in the course of six hours and it would still be just an average day. Her arms were heavy like bars of iron, her legs felt like they were on fire, and the bandaged bite wound to her shoulder that a certain geneticist had graciously gifted to her still stung like it had been rimmed with a hot, lead pipe.

"You gonna be alright?" Ben asked her.

Gigi nodded, wincing slightly at her shoulder. "Animo's teeth didn't break the skin, Ben. I'll be fine." she reassured him before she heaved a relaxed sigh and snuggled up to his chest to rest. "Thank you for carrying me home."

"Hey, anything for my ghoul." Ben grinned as he shifted his hands under her legs and back to better support her. The wielder of the Omnitrix was still surprised and just as shocked as everyone else when, after finally managing to drag Dr. Animo out the elevator shaft he had unexpectedly fallen down and broken his arm in, he had gone absolutely nuts at the sight of the needles filled with morphine in the Plumber Headquarters medical bay, acting very much like the animals he controlled and manipulated to do his bidding and even savagely attacking and biting Gigi before making a grand escape, only to be swiftly caught and electrocuted by a highly unamused Brainstorm on a wet floor.

Needless to say, one Dr. Aloysius James Animo had earned himself a nice, long stay in a solitary confinement sphere deep within the bowels of the Plumber Headquarters.

With a grunt, Ben pressed his shoulder against the front door of the large mansion he and his ghouls resided in and pushed himself inside; the house itself was massive and sat several yards back from the main walk behind a wrought iron fence framed by bare-branched trees ensnared and entangled with thorny creepers and vines that Venus had spawned out of her appreciation of nature (the vines also sometimes spawned fanged trappers that snapped at passing birds and small gargoyles, but that was irrelevant). The mansion itself was tall and gigantic, with more than enough space to accommodate the entire household with more than enough rooms leftover for future development, and was located only a few neighborhoods away from several of its occupants own homes; Nefera's pyramid was actually located just three blocks down and could be seen at night from the rooftop.

Before Ben could move over into the spacious living room and lie Gigi down on the couch to rest before he himself collapsed to the floor, the genie placed a hand on his chest and pushed away from him, signaling that she wished to be set down; Ben decided not to argue and did as he was asked, though he refused to let Gigi try to stand and walk by herself while still under the effects of painkillers and drugs that didn't seem to work as effectively as they should have. "You sure you're going to be alright?" Ben asked again.

"I'm _fine_ , Ben," Gigi repeated before an idea suddenly came to her and a sly smile crept across her lips. Normally this kind of smile was only found on her sister or Venus' face whenever either was in a playful mood . . . which seemed to have recently been picked up by Gigi. "I'll prove it to you!"

"What do you-" Ben started to say before Gigi roughly shoved him and knocked him back onto one of three large, plush couches that were arranged around a large, ectoplasma screen TV to allow a fair number of the ghouls to recline and relax in comfort when watching movies together. Beneath the large entertainment device was a fireplace that was to be lit in the coming winter months when the temperature dropped to uncomfortable levels and left Venus more sleepy than usual and Jinafire feeling the need to ignite the logs with a quick blast of fire every time she came back in from the cold; sitting on the mantel were various photos and pictures ranging from Ben, Gwen, Kevin, Frankie, and Spectra standing in front of Kevin's beloved car to Rook, Ben, Skelita, and Bonita standing triumphantly on either side of a captured and disheveled Fistrick, who looked like he wanted nothing more than to watch all four of them burn, and even a photo of Ben and all the ghouls crowded around the front porch of the mansion with big, stupid grins on their faces and Rivet brutally interrupted the photo while riding on a runaway rocket of his own design.

The genie snapped her fingers and disappeared in a puff of sweet smelling, pink smoke that still made Ben hack and cough at the irritation in his throat from his spot on the couch before Gigi returned in a second flash of ash, now dressed in something far more captivating than her usual attire. Her segmented pony tail had lost one of the three sections, allowing her magenta locks streaked with champagne gold to flow freely and curl like tentacles just above her waist, framing her pointed ears, where a pair of intricate gold earrings sat, and her face; an orange veil obscured her lips and face, highlighting her vibrate, sea green eyes all the more. Clasped tightly around her neck was a golden choker with two pairs of gold braces wrapped around her arms and bracelets around her wrists, dividing her limbs into sections. Her usual, pink and blue top had been discarded and replaced with a soft, silk top the same shade of flamingo feathers that only cupped her small breasts and exposed her midriff as a result. Her baggy, black pants had been traded in for a silken, orange pair with slits cut open along her ankles to show off her legs when the vibrant tassels didn't steal the show; when caught in the right light, Ben was able to catch sight of Gigi's dark, black panties and the scorpion tattoo that sat protectively on her breasts seemed to glow brighter.

The genie smiled coyly. "Do you like what you see?"

"I . . . I . . . I . . ." Ben gaped, his jaw slack and his eyes wide with shock.

Gigi's face turned a light crimson behind her veil as she turned on her heel so that her back was to Ben, giving him a good view of her exposed, rounded shoulders and the way her black panties cupped her ass in an enticing manner; it was then he noticed something he hadn't seen before, a marking of sorts placed in the small of Gigi's back that would have gone completely unnoticed had the genie not turned her back on him.

"What's this?" Ben wondered, tapping the marking with a finger. The grafted image was a dark magenta in color, several shades deeper than Gigi's skin and took on the form of a lamp and female djinni with wide hips, large breasts, and flowing hair painted so that they were created from the simplest of curved lines that barely graced one another to form an image.

" _Ooh!_ " Gigi yelped at the surprise touch, her face turning an even darker shade of red as she turned back around to explain herself with an embarrassed expression. "Well . . . W-Whisp and I had a bet and . . . I lost . . ."

Ben raised an eyebrow with an amused expression. "What was the bet?"

"Whoever could belly dance the longest would win and get to decide what kind of tramp stamp the loser would have to get . . . it was Whisp's idea . . ." Gigi added, covering her face out of embarrassment. In all fairness, she had been against the idea when her sister had brought it up during their weekly belly dancing, an hour set aside for the two genies to bond over their love for the Arabian tradition, but with Whisp constantly egging her on she had little choice but to comply and then proceed to lose after dancing for three hours straight and finally gave up.

"Belly dancing, huh?" Ben admired the tramp stamp a few seconds longer before returning his gaze back to Gigi. "Mind giving me a demonstration?"

Gigi could feel her face flare up as she turned back around, more than happy to oblige. Next to flying magic carpets, racing camels across the endless desert, and even remodeling the entire palace they had resided in, belly dancing together was one of the fondest memories she shared with Whisp before her sister had allowed jealousy to cloud her judgment. Even after the role of the Genie of the Lamp had been switched and consequently made null and void by their freedom, belly dancing was still a much loved and practiced hobby between the two sisters Grant.

With a snap of her fingers, the stereo system stashed next to the fireplace turned on and began to play one of the songs hooked up to Gigi's iCoffin, a series of bells, tambourines, flutes, and drums beginning to play a haunting and rhythmic beat that Ben immediately found himself nodding his head along to. While that happened Gigi started to dance, slow and soothing at first with wide sways of her hips to the slow beat of the song while casting a knowing smirk over her shoulder every other measure or so, taking in and highly enjoying the way Ben was transfixed on her.

The beat of the song began to steadily increase in speed and this was when Gigi suddenly sprang to life, her hips rattling and trembling violently as she shook and clenched them to the undulating rhythm of song; the movements were hypnotic, almost unreal as the genie expertly moved about with feet barely seeming to grace the carpet or rolled her stomach in what had to be the most unrealistic thing Ben had ever seen, yet Gigi was here doing it with little no trouble at all and a bright smile on her face.

He truly couldn't take his eyes off of her, even if Ben had the desire to turn his gaze away from her, he just couldn't take his eyes off of Gigi's seductive samba. The way she effortlessly rocked her hips side to side, rolled her shoulders, shimmied waist, and made her breasts and ass jiggle in a tantalizingly manner that Ben simply couldn't look away from; and from the way Gigi was casting looks over her shoulder every few seconds or so and moving faster and faster, she knew exactly what he was looking at.

"Find something that you like, Ben?" she purred.

"Your seducing me, aren't you?" Ben guessed.

"I'll take that as a yes." Gigi smirked.

The music slowed down to a series of drawn out notes accompanied by a soothing, female voice singing in Arabic to the rhythm of the song, and it was this that Gigi now began to move to while shifting and moving her arms in tantalizing patterns. They moved across her lithe body like a pair of charmed snakes, seductively stroking her legs through the open slits and tantalizingly tracing the rounded cups of her breasts and shoulders, her face flashing a beet red when she took note of the way Ben starred at her. Gigi would have never pictured herself one day belly dancing for anyone other than Whisp, for once she had been released from her duties as Genie of the Lamp she felt like she would never have the confidence to dance in front of anyone else, no matter their connection to her. And yet here she was, flaunting about her beautiful body for the one whose affections she had earned, the one who she cared for more than anyone else.

She wanted to show him how much she cared for him.

"G, what are you-" Ben started when the genie cut him off with a finger to his lips. Gigi had a deep, maroon hue to her face as she straddled Ben's legs while resting her hands on his shoulders. The brunette had stopped struggling several seconds ago when the djinni tilted her head down and removed the veil obscuring her face with a snap of her fingers, pressing her lips to his and sighing warmly when he curled his arms around her and pulled her closer to him. Gigi's movements were slow and wantoning, each stroke of her fingers and shift of her hips to press her body closer to Ben's was deliberate and decisive, as if she were afraid that he would run and break away from her.

She needn't have worried though, as Ben seemed more than happy – if not eager – to please her as his strong, calloused fingers rubbed and massaged her arms and sides, rubbing them in a slow, seducing manner that was gradually building up a comforting warmth within her. The djinni moaned into Ben's lips, cupping his face as she tenderly traced his lips with the tip of her tongue, asking for permission to enter; Ben more than readily accepted, allowing Gigi to explore. Their oral muscles clashed and fought with pure lust for one another, a battle for dominance that Ben quickly won over within a few strikes that left Gigi panting and moaning for more.

"Mmmmhmmm . .. ahaammmhphh . . ." the genie moaned as she ground her hips against Ben's, her body growing hotter when she felt a steadily hardening knob growing in his pants that fighting for release. Gigi's face took on an uncomfortable warmth when she teasingly reached down and gave the massive tent he was pitching a soft squeeze, earning a lecherous lung from his member. The look of pleasance upon Ben's face said it all; he wanted her _bad._ The brunette moaned louder as Gigi began to grind against his pulsing phallus once more, his hands traveling across her shoulders and tracing circles and massaging trails down her back until they reached her ass. Like harpy talons he suddenly clenched Gigi's rounded ass in his grip, making the djinni hotter and hotter as she moaned louder and louder and kissed him hungrier and hungrier.

They eventually broke away for Ben's necessity of air, allowing him to trail the tip of his tongue across her sensitive collar bone and proceed to nip her neck, deeply biting and sucking on a patch of skin; unlike Animo – who had hung on like a bulldog when he had bitten the genie – Ben's soft and gentle nibbling sent ripples of odd sensations across Gigi's hot pink skin, making her gasp and cry out suddenly as one of Ben's hands trailed back up her side and gentle cupped her breast.

"Ahhhhhh . . . ah haaa . . . haaaa . . ." Gigi moaned as Ben's fingers laced and caressed her breast, his other hand down groping her ass in a pleasing manner that slicked her silky skin with a thin sheen of sweat while she panted and gasped for breath. "Ben . . ."

"Hmmm?" Ben glanced up at Gigi, her hot and bothered expression more than a turn on.

Gigi bit her lip and reached behind her back with her hands, her fingers searching for a brief moment before she found what she was looking for and untied her tight, pink bra. She cast it aside with a flick of her wrist and let her small cleavage flop out into his face without hindrance. The throbbing bulge in Ben's pants seemed to grow even harder when she threaded her fingers through his and rested his palm upon her left breast, directly over the spot where her heart beat so furiously. "Grant me this wish . . . and make me yours . . ." she hissed in a pleading tone.

" _AAAAAAAAA-HAAAAAAAAAAAAAAAAA!_ "

Ben immediately jerked back, hands up in a defensive position. "I haven't even started yet!"

Gigi gave him a slight look of disbelief. "That wasn't me." she murmured. It was then that the two of them noticed the discarded and crumpled remains of a familiar pair of silken, black pants, curled slippers, and a damp, black thong lying forgotten on the floor. Normally things around the Tennyson household were well kept and in place, or at least close to their designated spots with the ghouls keeping the majority of their things in their private quarters with the exception of a misplaced pair of shoes or sunglasses; to find a pile of cast-off clothing that included a ghoul's panties no less usually meant trouble.

"Those are Whisp's clothes . . ." Gigi realized almost immediately.

" _HAAAAAAAAAAA-AAAAAAAAAAAAAAAAH!_ "

"And that's Whisp!" Ben exclaimed; Gigi immediately scrambled off of his lap as the two of them ran for the stairs, the genie tripping over her own feet in the panic and running up the flight of stairs on all fours of desperation while Ben tapped the Omnitrix and selected the first transformation that came up before slamming down on the activation core, engulfing himself in a blast of green light. His bones and muscles dissolved into a thick soup, coursing through his body as his organs vanished one by one to be replaced by some sort of complex nervous system. He could feel every fiber of his being, every cell in his separate from each other, becoming lose and uneven before suddenly packing themselves back together, compressing into a single entity with a loud squelching and squishing noise while he fell into a puddle, thick, green slime. The watch on his wrist had reconfigured into another type of device that buzzed and floated above the ground, hovering over the puddle of goo before shooting upwards, drawing the puddle of ooze up with it like a magnet as four, crude limbs sprouted and oozed to form arms and legs that grew several feelers and protrusions; a humanoid head that dripped down like a beak molded into place upon the shoulders and blinked its green eyes.

"Don't worry, Whisp! We're coming!" Goop cried as he flew up the stairs and rushed down the hall after Gigi in the direction of the source of sound once the djinni had managed to stand back up. The two of them barely noticed that, instead of heading in the opposite direction of where the shadow genie's room was located, they were heading straight for Nefera's room of all places they skidded to a stop outside of the door. Goop drew back a fist as he firmly rooted his arm and legs into the floor and wall, building up a substantial amount of potential energy before the Polymorph slingshot himself forward and broke the door down with a single swing, landing with a wet _splat!_ on the floor as Gigi tumbled into the room with her hands balled into fists.

It wasn't until Goop had reconfigured himself did the two of them realize that their ghoulfriend and sister was _far_ from being in danger.

Nefera was lying spread eagle across the length of her bed completely stripped of her clothes with her head and shoulders propped up and supported by a pile of he silken pillows that decorated her spread. Lying on top of her with her face buried in the Egyptian princess' folds was Whisp, oblivious to the sudden intrusion for several seconds as she hungrily lapped up Nefera's sweet nectar while shoving her lower regions deeper into the mummy's face.

"Mmmnhmn . . . ev . . . ever heard of kn-knocking . . ?" Whisp bit her lip with a contented smile as Nefera licked her length, unable to do much else.

"Great Sands of the Scarehara . . ." Gigi gaped.

"Ahaaaaaa . . . t-take a picutre . . . it'll l-last longer . . ." Nefera moaned lustfully as Whisp gave her sweet, pussy lips one last swirl of her tongue before she tilted her head up to give her sister and the Polymorph a seductive look as she crawled off of Nefera with a soft hiss when she sat on the edge of the bed with a content look upon her lips; her fingers instinctively moved down to her soaked snatch and slowly began to finger herself.

Whisp bit her lip as she looked at Goop and Gigi with a coy smile. "You gonna stare all day or are you going to join in?"

"W-Wh . . . What?" Gigi sputtered.

Goop shifted awkwardly before the Omnitrix beeped and encompassed the Polymorph in a blast of green light, returning him to his human form with a furious blush to his face. "G, you're not wearing a shirt . . . or a bra . . ." he reminded gawky while he rubbed the back of his neck with discomfort.

"It's a nice look, sis." Whisp purred as she paused her self pleasuring and got up from the bed spread, sauntering over to the pair with an exaggerated swing in her hips and roll of her shoulders accompanied by a seductive smirk upon her lips; Ben swallowed nervously, clenching his hands into sweaty palms into fists and unable to take his eyes off her smooth skin, her gore-geous eyes, or her sizable breasts that were just _begging_ to be groped and squeezed by his hands and his hands alone.

The djinni seemed to sense this (how could she _not?_ ) and took a fair amount of pleasure into strolling up to him and tracing her fingers up in his arms like they were racing spiders, eliciting a slight shiver from her boyfriend; Whisp then proceeded to slowly, craftily wrap her arms around his head and press her breasts tightly against his chest, making them swell and pinch against his firm muscles when she shifted her lower regions forward, slowly grinding her hips against the satisfyingly growing bulge in his pants. She was already growing wet again, lustfully hanging onto Ben with an almost pleading look on her face to be appeased after going so long feeling dissatisfied.

Whisp reached with supplicating tongue, pleading for Ben to take her and make her his, to ravage her body with pleasure, to lick her, kiss her, hug her, molest her, fill her, fuck her senseless until her mind was nothing more than a blank slate. She was so turned on, so horny, so aroused that she could swear she was going to go insane if she wasn't satisfied soon. " _Please?_ " she moaned desperately.

Ben sighed and closed his fingers around Whisp's wrist, holding her still as he turned to Gigi. "You up for it, Gigi? I'm not gonna lie . . . I'm kinda tempted . . ." he added, noticing a flicker of sensual hope on Whisp's face as she snuggled closer to him, as if the presence of her body would push the matter in her favor.

Gigi rubbed her arm awkwardly, folding her other arm over her breasts in an attempt to cover herself up. She had been hoping that she and Ben could spend some quality time together, just him and her for once without the intrusion of her sister or any of the other ghouls, alone together for once where she could show him how much he meant to her, to proclaim and emphasize her love and gratitude for him. The djinni sighed and made an attempt to protest before Whisp, sensing her unease, quickly sashayed over to her and curled her arms around Gigi's shoulders, pressing her breasts against her sister's bare chest and planting a sweet kiss upon her lips much to both Gigi and Ben's shock; the former attempted to break away, to worm her way out of the shadow genie's arms, but Whisp held firmly and began to move her lips in a slow, pleasuring rhythm which, by her calculations, should be just enough to get her awkward and shy sister into the swing of things without chasing her away.

It worked.

Gigi practically melted in Whisp's arms, mentally cursing the lantern she and her sister had been trapped inside of for so long in and the centuries that gone by, giving the shadow genie more than enough ample time to figure out her sister's most sensitive spots, her quirks, her kinks, the certain ways or habits one would have to perform in order to reduce Gigi to nothing more than a horny, moaning mess. With thousands of years of experience in this matter, Whisp was able to do such a thing as she softly broke the kiss between them and peppered her cheeks and neck with whispers and graces of her lips that barely grazed the skin but made Gigi bit her lip and try to hold back a content moan; progress was being made.

Ben watched dumbfounded as Gigi became at the mercy of her sister, her face a bright scarlet as Whisp pleasured her lightly, giving her an ultimatum: get loose and get naked or get out of the room. And from the way the older Grant sister was starting to keen and contort under her sister's touch, nudging her hips forward instinctively when Whisp's hand trailed down her exposed stomach and slowly, ever so slowly edged into her pants and past her panties, keeping her fingers tormentingly just out of reach of her sensitive snatch, it was most likely going to be the first option. The silken pants Gigi had originally worn to taunt Ben were steadily growing damp as juices dribbled uncontrollably down her legs, prompting Whisp to grab the hem of her sister's pants and teasingly pull them down around her hips and thighs, slowly tugging farther and farther down with legs with the smuggest of smiles . . . Ben couldn't have been more turned on.

A slow, deep inhale of breath caught his attention, followed quickly by a pair of perfectly tanned arms the same color of the rich mud of the Nile river that wound its way through the barren sands of Egypt. A whisper upon Ben's neck followed by the small weight of a certain mummy alerted him that Nefera was in need of his services as he curled an arm back around her head and turned his own far enough to peck her lovingly on the cheek. The small show of affection quickly became more heated as he moved to her full lips and was promptly attacked by her eagerness to please him, her tongue slipping into his oral cavity without provocation and hungrily battled his own oral organ for dominance; Ben wrapped his arms around her lithe waist to pull her close as his fingers crept down and hugged her beautiful ass, slowly massaging circles into her sun-kissed flesh.

Nefera hummed with contentment at the feel of Ben's strong fingers while they eventually broke away for air, allowing him to trace his tongue across her neck and nipped at her collarbone, eliciting a pleasant gasp from the mummy. A sudden gasp of contentment evoked forth from Nefera's lips as Ben attacked her beautiful breasts, tracing the tip of his tongue over the sensitive skin and latching onto one of her rock-hard nipples, massaging the other breast with his other hand and making Nefera keen and moan under his touch.

At the same time Nefera pushed him further and further into her boob with her fingers dug heavily into his thick, brown hair while her other hand traveled across his chest and stomach, feeling the lean muscles beneath his pale skin until she reached what she was looking for; without hesitation she slipped hand down Ben's pants and past his boxers to give his steadily growing member a firm squeeze. The Egyptian princess shudder when she felt how thick and big it was growing at her touch, just imagining how it would feel when it was plunged deep within her.

"Mmhmmm . . . Nefera, you're-" Ben started to say.

Nefera cut him off with a quick kiss to the lips, savoring the taste before she let him free once more. "Let your queen satisfy her pharaoh," she whispered seductively in his ear as she grabbed the front of his shirt in her fist and quickly pulled the article of clothing off to leave him bare-chested. "And in turn, my pharaoh will satisfy his queen."

Ben didn't get a chance to respond as Nefera grabbed hold of his pants and boxers with both hands and tugged them downward as she knelt down, an alluring smile upon her lips that turned into one of great awe and lust when she caught sight of his massive boner; the last time she had seen it seemed a little smaller, maybe by a few inches or so, but up close and personal and when her boyfriend wasn't currently a Florauna, it looked utterly massive.

"You are _hung . . ._ " Nefera starred, shivering at the thought of all the fun she was going to have.

"It's not _that_ big." Ben argued.

"Bigger than any dick I've ever seen." Nefera purred, curling her fingers around his hard erection and giving it a few, soothing strokes that made Ben hiss in response. The mummy bit her lip in anticipation and slowly, meticulously licked the length of his stiff member for what felt like an agonizing eternity to Ben as she cradled his balls in her fingers and gave them a slow squeeze every now and again when she felt like it, leaving him at the mercy of the Egyptian princess. Nefera's movements were slow and calculating, as if she were trying to find the best way to pleasure him and torture him at the same time, giving him some form of satisfaction but never enough to make him feel fully content; she tenderly kissed the sensitive head of his penis, sampling the faint, salty taste and slowly swirled her tongue around the tip with a husky moan escaping Ben's lips in response.

Nefera smirked and glanced up at Ben with mischievous eyes. "Would you like me to continue, my pharaoh?"

"Y-Yes . . ." Ben breathed.

Nefera's smirk deepened. "As you wish, my king." she purred as she wrapped her lips around the sensitive head and sucked lightly on it, the sound of her beloved boyfriend moaning music to her ears while she pleasured him. The mummy stayed like that for the longest time, tormenting her the wielder of the Omnitrix without so much as a movement in either direction and simply savoring the sweet taste of his cock and the torture she was putting him through; she may not have been an absolute monster in the figurative sense any more, but she did take the occasional joy in teasing her boyfriend. With Ben placing his hands on her head to urge her forward, she finally decided to grant him what he desired and swallowed his stiff erection inch by inch until she had swallowed all ten inches with no other choice but to deepthroat his stiff rod.

The Egyptian princess' eyes drifted shut with contentment as she sat herself up on her hands and knees to take full advantage of sucking off Ben's hard cock, moaning in unison to Ben's pleasured hisses and groans.

"Wh-Whisp . . . p-p-please stop . . ." Gigi moaned as her sister ravenously nipped at her collarbone and cupped her right breast, giving the pale pink flesh a soft and comforting squeeze to ease the genie's fears and worries while her free hand looped around Gigi's shoulders and began to snake its way down her back, masking itself as a reassuring hand to sooth her aching muscles; nothing could have been further from the truth as Whisp silently, cunningly slithered her hand down Gigi's back like a serpent and suddenly struck like a hunting viper. Gigi yelped with shock as Whisp mischievously pinched her ass like a set of snake fangs.

The shadow genie leered at Gigi withy a crafty smile. "Are you suuuuuuuuuure?"

Gigi whimpered and quivered in Whisp's grip. "P-Please . . ." she attempted to control herself as her sister proactively rubbed small, slow circles into her ass while her breast was being fondled and molested warmly. A crimson tinge crossed her face when Whisp pinched her soft nipples between a pair of fingers and teasingly rubbed them together to send waves of pleasure throughout Gigi's body. She was utterly helpless in her sister's grip, nothing more than a toy at her mercy, and yet she found that she simply couldn't resist Whisp's touch.

The shadow genie was slow and proactive in her movements as she softly nipped at Gigi's collarbone, digging her teeth into the pale, pink skin and probing the sensitive skin with her tongue, making her sister hiss and groan lowly at the touch. With her plan steadily working, Whisp then began to work her way downward, her right hand still wrapped around the older of the two sister's waist and firmly groping what Whisp considered to be a cute butt, while she gently and softly peppered Gigi's fine breasts with comforting kisses to help put Gigi's mind at ease.

"Wh-Whisp . . ." Gigi whimpered under her sister's touch before she cried out in surprise when Whisp closed her lips around one of her small tits, sucking softly on the slowly hardening nipple; in all honesty, if Whisp had to choose the most appealing part of either Gigi or Whisp, it would have to be their gore-geous and breath taking breasts. For some reason they stuck out significantly more than their beautiful lips, tempting, wet snatches, or alluring asses, possibly because either set was different than the other. Nefera was massive and busty, her breasts swelled to their maximum and just downright perfect for squeezing and sucking on while Gigi was small by comparison, though not as flat chested as Twyla or Jane, leaving her in a good position to be molested and bitten. The shadow genie inhaled her sister's scent deeply and gently bit the tip of Gigi's breast between her teeth, tugging slightly and earning a long, drawn out moan from her as a reward.

"Wh-Whisp . . ." Gigi moaned again.

"Do you want me to stop?" the younger of the two sisters glanced up with a small smirk.

Gigi swallowed nervously, her breath caught in her throat as she trembled. "N-N-No . . ." she gulped; while the two of them were sisters, they were not _technically_ sisters. Gigi had been born to a loving father and a nameless mother who she was never able to learn about or find much to her disappointment, while Whisp had previously shared the title of Gigi's shadow and the result of a Finder's wish for companionship. Some might have claimed that this was still evidence of incest between the two of them and Gigi admittedly was afraid of such accusations as she never harbored such feelings for her sister and merely allowed herself to be used as a sex toy whenever Whisp was too horny to get off by herself; some people might have called that abuse or sexual assault, and this frightened Gigi all the more.

Whisp however, didn't see their relationship as either of those. She just saw it as having good, senseless fun and showing her sister how much she truly cared and loved for her while messing with her and having fun at the same time. Now that she had permission to continue, Whisp heavily groped Gigi's left breasts with fingers, clenching and unclenching her fingers steadily as she released the rock-hard nipple with a wet _pop!_ and allowed her tongue to continue on its merry way. Steadily she moved farther and farther downwards, licking teasingly beneath Gigi's breasts for the sensitive, hard to reach areas and trailing her oral muscle down in stiff, wet lines that traversed across the smooth plain of her rigid, segmented belly muscles and poked curiously into the well that was Gigi's bellybutton. Gigi was keening and moaning loudly under Whisp's calculating touch as the shadow genie made her way down into the valley of Gigi's folds, poking and prodding around with her tongue until she found the tunnel she was looking for and tentatively explored the entrance.

Gigi viciously bit her lip with a loud, drawn out hiss. "Ahaaaa . . . haaahhha . . . mmmph . . ." she moaned through clenched teeth.

Whisp heard her sister's moans like sweet music to her pointed ears and hungrily grabbed hold of her ass to further her position, pushing her face deeper into Gigi's folds as she darted her tongue out like a snake's to sample her sweet juices. Her saturated snatch yielded a strange taste, not quite as sweet as Nefera's but a tad more spicy if that was possible, more tangy as well: she needed more. With that goal in mind, Whisp dug her fingers into Gigi's ass and buried her face into her pussy lips, gnawing and lapping ravenously for more and more of her sweet treasure, making Gigi wail and cry out in response.

The djinni was trembling and quivering with ecstasy, barely able to support herself on her wobbly legs as she reached out with her arm to search for something to hold herself up until her fingers grazed against Ben's back and shoulder. The two of them turned to glance at each other and seemed as if neither of them even recognized the other for a split second before Gigi shied back with a brilliant scarlet to her face and Ben grinned sheepishly with a crimson tinge. "So . . . h-how are . . . haaa . . . enjoying things . . ?" Ben asked.

Gigi smiled shyly. "I c-can't . . . . mmphhm . . . believe I'm s-saying this, but . . . i-it's kind of . . . ahhh haaaa ah . . . n-nice . . ." she moaned as Whisp's tongue grazed past the most sensitive spot of her folds.

"I can . . . mmmphfff . . . make it even b-better . . ." Ben offered huskily while Nefera hungrily devoured his cock and squeezed his balls with her fingers, attempting to draw out the salty sap that they yielded for those persistent enough to continue. Gigi breathed heavily in response to Whisp's touch and skill and leaned back with her hands upon her sister's head, moaning and whimpering hungrily for Ben to come to her with wantoning tongue, yearning to feel the force and care behind his efforts to show how much he cared for her.

She got her wish as Ben tenderly caressed her cheek with his hand, stroking the burning skin beneath his fingers he pulled her close and met her lips with his. The Omnitrix wielder's oral movements were slow and soft at first, as if he feared her springing away from him in a puff of her sweet smelling smoke before Ben began to become more aggressive, slipping a hand off of Nefera and wrapping it around the back of Gigi's head to pull her closer where he hungrily dipped his tongue past her lips and made her moan all the louder.

"Mmmphmmmaaa . . . haaaaaaaaahha . . ." Gigi groaned lustfully, her face a burning mess as Ben worked her with his otherworldly lips and touched her all over with his strong, comforting fingers. Like a large tarantula maliciously creeping its way across the forest floor, Ben's hand walked across her shoulder and caressed her soft, pink skin with care and delicacy, as if she were a fragile and precious jewel that required a gentle touch in order to be enjoyed properly.

That was what Gigi was to Ben. Sure, her ability to grant small wishes and favors ranging from putting the dishes away with a wave of her hand to opening up a deep pit beneath a criminal's feet with a snap of her fingers was undoubtedly useful in a myriad of situations and instances when the Omnitrix failed to operate properly for some odd reason, but that was hardly what defined Gigi to him. She was like a diamond in the rough, carefully sculpted and scarred by the shifting sands of the desert to become beautifully worn down to reveal the perfect gem within that was to be cherished. Ben let the djinni know this to the fullest extent as he kissed her deeply and full of passion, his hand crawling down to squeeze and grope her right breast, eliciting a satisfied moan from Gigi.

Nefera moaned as she sucked on Ben's warm member, her lips wrapped firmly around the stiff rod that she had engulfed with all her effort and was currently deepthroating without issue. However she was quickly becoming bored . . . no, that wasn't the right word. She was _horny_ as _fuck._ The moment she took Ben's thick, hot cock in her mouth and eagerly began to suck him dry she wanted his throbbing dick inside of her; not just inside her, but she wanted him to penetrate her, to shove its way into her, to push its way further and further and fill her to the brim. The princess wanted him _bad._

The mummy started to whimper like a puppy that wanted attention as she savored the taste of Ben's firm erection and slowly slid his thick member out inch by inch before finally slipped out past her lips with a wet _pop!_ Nefera was breathing a little heavier than usual as shifted herself grabbed onto her boyfriend's hips and abdominals to help herself up while she left a trail of sweet, peppering kisses in her wake; she rose to her feet as she did so, her fingers trailing and feeling his firm pectoral and bicep muscles, noting that they were not as gigantic as Manny Taur nor as scrawny as Jackson Jekyll but a good mix in between like Abbey Bominable, until the Egyptian princess had nearly risen to her full height and had settled on nipping huskily at Ben's neck. She gently bit into a section of his neck and softly sucked on the patch of skin as she pressed her beautiful breasts firmly into his shoulder and side while she rubbed her saturated slit against his thigh.

Nefera moaned with arousal. "Ben . . . I n-need you . . ." she inhaled his scent heavily, reaching down with her carefully manicured fingers to curl them around his thick member once more to tempt him. Ben had to admit, it was working soundly.

Gigi was greatly surprised and heavily disappointed as Ben departed from her and left her hanging, allowing Nefera to lead him over to her bed seat him down on the covers before she seductively climbed up after him, shaking her hips as she did so. The mummy crawled down onto her hands and knees, turning around like a cat would before it would plop down for a long rest as she grabbed her ass with her hands and pried her cheeks apart to expose her alluring asshole and saturated pussy lips.

Nefera licked her lips hungrily. "Fuck me, Ben," she said hottly. "Make me you bitch. Make me your queen. Fuck me deep, fuck me hard, fuck me _senseless._ " she commanded in a husky, turned on tone.

Ben felt his face turn red. "Uh, you sure you're alright, Nefera? You're usually the one that likes be large and in charge."

"Not in bed, I don't." Nefera smirked. "Now are you going to let my sweet pussy go to waste or what?"

The Egyptian princess knew for a fact that no man or monster, be they of bestial, flora, or elemental descent, would be able to resist such a lustful and willing woman as herself, and she knew Ben was no exception. She knew what he was like in bed and even his exploits outside of the bedroom as well; it had admittedly taken a little while to get Twyla to talk, but from the way the Boogeyman almost always blushed and turned her silvery skin a faint pink in color, it was bound to happen eventually. Nefera bit her lip in ecstasy as she felt Ben climb up onto the bed and grab hold of her large ass, edging his hot cock forward and teasingly taunting her wet entrance. A low, warm moan escaped from the back of her throat as she lay her head down on the bed and pried her ass apart even farther in the hopes that Ben would stop torturing her and finally put her misery to an end. She was slowly, ever so slowly granted mercy as Ben started to edge forward, the head of his dick pushing her moist pussy lips aside and working its way deeper and deeper into her folds.

It wasn't like the last time they had gotten down and dirty with each other where she had utilized the Omnitrix to turn Ben into Wildvine while his tired cock recovered from pleasuring so many ghouls at once. The Florauna's tentacle-like vines had ravaged her violently, having to twist and turn and worm their way through her holes and passages and tie their tips into knots just to get a foothold in the flooded environment of her reproductive system, but Ben's thick cock . . . it just plowed right through her defenses with the force of a freight train. He kept pushing further and deeper into her, making what he claimed to be an average-sized appendage feel like she was fucking a horse full force without the sweet presence of painkillers to keep her from blacking out from the sheer size. Not that she had any plans on letting his hot member go to waste.

Finally however, Nefera could feel his hips push into her and jerk her forward a bit, stabbing his member so deep inside of her she could swear it was already inside of her womb and ready to blow her up like a balloon with his semen. She gently bit her finger to hold back her moan of contentment as Ben pulled out of her, sending shivers of pleasure radiating throughout her body before he roughly slammed back into her passage as if he had just been electrocuted. This time however, she didn't allow herself to be quiet.

" _Ahhhhhhhh! Ha ahhh!_ " she moaned loudly.

Whisp pouted, making Gigi whimper with wanting as her sister stopped licking her. "Why does she get to go first?"

"B-Be _CAUSE!_ I'm . . . aaahaaaa . . . ah ah haaaa . . . royalty . . !" Nefera moaned as Ben began to push and pull out of her with a quickening pace now that he was accustomed to her body once more.

"I've heard of the royal treatment, but that's just ridiculous," Whisp scoffed with the hint of a smirk on her face. "I need some dick, too!"

Nefera keened with contentment. "Wa . . . w-wait your . . . . haaaa aaaah . . . turn . . ." she managed to bite out as Ben pushed into her once more. Words could not begin to describe what the Egyptian princess was feeling right now as her boyfriend made love to her with such skill that it paled in comparison to the times she locked herself in her private bathroom back before she had agreed to become Ben's queen and tried to finger herself into complacency on the rare occasions she was too turned on to ignore it. Unlike her sister, Cleo, Nefera didn't have a boyfriend to fulfill those needs back then and had to resort to such demeaning matters by herself as ordering or asking the horde of Anubian guards to do such a thing would be considered scandalous, not to mention down right embarrassing. And if she let even one of those nearly mindless guards have their way with her, they'd _all_ want their way with her. Ben however, was another story.

Whisp folded her arms over her bare breasts and continued to pout in a child-like manner as Ben fucked Nefera, her groans and his moaning of pleasure echoing off the walls and only slightly dampened by the curtains of the bed. It wasn't until after several minutes of watching and growing increasingly wet did Whisp both have enough of waiting and sudden get a rather ingenious and mischievous idea; there was the slight possibility that Nefera would be completely against it, but the genie was betting on the sheer amount of hormones coursing through her body to work in the djinni's favor.

With a devilish smile upon her lips, Whisp grabbed hold of Gigi's wrist and all but dragged her naked and confused sister over to the bed with her where the two genies climbed up onto the mattress. With her sister still baffled as to what she had planed the shadow genie directed genie to set herself down on top of Nefera's ass like a chair, setting her face to face with Ben and giving the djinni more than enough motivation to kiss Ben again with intense passion. With Gigi preoccupied, Whisp then took it upon herself to crawl over to where her Egyptian lover was lying against the bed, panting heavily as Ben pounded her pussy and only gaining her attention when the shadow genie sat herself down in front of Nefera and spread her legs wide.

The mummy thought Whisp wanted her to lick her length like they had been doing before they had been interrupted (not that it was such a bad thing), and was taken quite by surprise when the genie instead snapped her fingers and swallowed herself in a puff of blackened ash and smoke. The noxious, sweet smelling smoke made Nefera cough for a few seconds before dissipated, briefly making Nefera believe she was hallucinating at what she now saw before her. Stretching out from above the djinni's saturated snatch was a slim, thick, five-inch long penis, making Whisp a perfect hermaphrodite in gender.

"Whoa . . ." Ben took notice.

"Even I didn't know she could do that . . ." Gigi marveled once the two of them separated.

Ben raised an eyebrow. "Does that mean you can do that?"

"Maybe . . ?" Gigi blushed furiously. "I'm pretty sure I don't want to try though . . ."

Whisp smiled. "You two just need to let loose and broaden your horizons, that's all!" she winked slyly as she stroked her new appendage in a alluring manner before turning her attention back to Nefera. "So how about it, Nefera? You game?"

Gigi and Ben watched with amazement as Nefera picked herself up and actually examined the cock set before her, her eyes scrutinizing its length and thickness before she grabbed it in her fingers and gave a slight squeeze to feel how hard it was. A quick, cautious lick to the sensitive head earned a soft hiss from Whisp and a satisfied hum from Nefera and even a surprise gasp from Gigi when the mummy wrapped her lips around the head and began to suck on it like Whisp had previously done with her rock hard nipples now pressed against the bed.

Ben shifted awkwardly. "Oddly enough, _not_ the weirdest thing I've seen."

Whisp rolled her eyes with a pleased smile as Nefera took to swallowing her small cock inch by inch. The genie bit her lip in response while Nefera slowly bobbed her head back and forth, her hands placed on Whisp's thighs to push them apart and allow her better access to the small shaft. _Now_ Whisp understood why man-sters liked having their cocks sucked and thrusting them in and out of ghouls that allowed them access to such forbidden territory: it felt absolutely _amazing._ She allowed a satisfied moan to escape her lips as she reclined back on the pile of silken pillows, her skin becoming slick with sweat as the mummy continued to work her magic. It astounded Whisp how anyone, even a goddess such as Nefera, could have such skill in oral sex without having ever touched a cock in her life before she met Ben; thoughts of the Egyptian princess locking herself in the bathroom and practicing on tubes of shampoo and conditioner for fear of having any sex toys she bought discovered flashed through her mind and a devious grin crossed her lips as she giggled almost uncontrollably.

Having seen many types of weirdness enter his life ever since he was ten, Ben merely shrugged and shoved his way back into Nefera and earned a low thrum of contentment from the mummy's occupied mouth as he returned to his greatly satisfying pace. The wielder of the Omnitrix hissed as Nefera's walls clenched and contracted with each thrust of his hips, each time hugging and squeezing his dick tighter and tighter until he felt he was simply going to explode inside of her; at the moment, it was not exactly a desirable outcome. After receiving a lecture on how to properly care for his daughter and what the consequences would be if she returned home upset without him by her side from Ramses, Ben was fully aware that at one point he would be required to produce an heir with Nefera in order to continue the family lineage once he and the Egyptian princess had ascended throne after they had wed. The thought was slightly pressuring on Ben's part, especially since that conversation had been rather recently and no boy or man he had ever known had ever had been demanded of such a thing until well into their adult years when the time to bare children was optimal.

When asking Nefera about it, they had begun a rather awkward and blush-filled conversation about her family bloodline. Things had taken a rather uncomfortable turn when the mummy mentioned that a great deal of her family had been inbred with one another on the belief that they were the only ones of pure blood and thus often married uncles to cousins and brothers to sisters and mothers to sons in an almost sickening array that resulted in a myriad of genetic diseases until it had finally occurred to them what was happening and opened their royal pedigree to other royal bloodlines. After many generations, the problems in genetics had become all but a forgotten memory to be engraved on the tomb walls in hieroglyphics as a warning; that wasn't to say a rare case of sickle cell anemia, cystic fibrosis, thalassemia, fragile X syndrome, and what had even been called dragon's scales disease to pop up every now and again from relatives around the world.

Ben however, was quite sure his DNA was free of such heritable disorders and-

His thoughts was cut off by a pair of pleading arms that looped around his shoulders and neck, fingers digging into his skin. Gigi whimpered and moaned with wanting, nipping impatiently at Ben's collarbone and tracing her tongue up his neck and jawline in an attempt to gain his attention; the genie was a panting, sweating mess as she sat on top of Nefera with legs spread wide to let her pussy juices drip and dribble down to mix with the mummy's own and churn together into a sweet mess by Ben's motions. In a way, the djinni was broken mentally, at least for the time being, by her sister until she was alleviated of her state of mind by the promise of Ben's cock.

Unfortunately for Gigi, she was going to have to wait a little longer as Ben felt his balls tighten and the warmth at his core build up to an uncomfortable level. He couldn't believe this was happening so soon but then again Nefera was just beyond reality with how good she was . . . and that was putting it lightly. Every last part of her was perfect, her curves all in the right places, her breasts of an abundant and alluring size, her ass fat and soft, her pussy warm and enticing, her legs long and tanned, her hair fluid like the waters of the Nile, her eyes a wonderful shade of lavender, and those lips . . . Ben simply couldn't get over how lucky he was.

"N-Nefera . . . I'm gonna . . ." Ben hissed through clenched teeth, hanging on for as long as possible.

"Ooh . . . haaaa . . . I c-can't believe I'm saying this . . . but I'm n-nearly there . . . ahhh, too." Whisp moaned, placing her hands on Nefera's head and digging her fingers deep into her scalp to urge her on.

The Egyptian princess could do nothing else but moan with contentment as she sucked harder and harder on Whisp's temporary member, her tongue swirling faster and faster around the sensitive head as Ben pushed faster and harder into her, his hips slamming against her ass with each pleasuring thrust. Her body felt nothing but gratification; Whisp began to buck her hips forward now, mouth fucking the mummy to attempt to call forth the fountain of semen buried deep within her as Ben took to slapping Nefera's ass every few thrusts much to the mummy's contentment.

Ben was reaching his limit now, his balls feeling like they were going to burst if he held back any longer and from the priceless look on Whisp's face she was nearly there, too. His movements became more drawn out and forceful, each buck of his hips pushing his cock deeper and deeper into Nefera slamming into her like the swing of a sledgehammer until Ben gave one final thrust and plunged member deep inside of her, feeling her saturated pussy walls clamp tightly around him with the force of a vice to the point where he couldn't have pulled out if he wanted to. Nefera moaned with satisfaction as his hot, sticky cum flowed and flooded down her passage, surging on until it sprayed deep into her womb and made that warm sensation at her core all the more pleasant. At the same time, Whisp shoved the Egyptian princess' head down one final time just as she came and shot her load fast and deep down Nefera's throat, sighing with relief once she had been granted sweet release.

The three of them simple stayed like that buried within one another trying to catch their breath from such an intense orgasm that had rattled and reduced Nefera's body to a trembling, quivering mess there on the bed. Eventually, Whisp let the mummy pry her head free from her steadily dying member, licking her lips of the hot semen with a warm hum as the genie's cock gave one last jerk and went limp, softly slithering back into Whisp's folds with a low, slurping noise until all that remained was d jinni's soaked snatch. Ben slowly backed out of Nefera, earning a second thrum of gratification from the Egyptian princess he finally pulled free with a wet _pop!_ Warm and sticky cum slowly dripped forth from Nefera's passage as the mummy turned over onto her back once Gigi had gotten off of her and allowed the mummy to rest against the head of the canopy bed.

"Th-Tha . . . that was . . . I . . . I c-can't . . ." she panted heavily, unable to express how wonderful she felt right now; Whisp quickly solved that problem as she slowly and meticulously descended down upon the Egyptian princess and gently nibbled a section of her neck that connected with her jaw, drawing a low, hoarse moan from Nefera's throat as a result. Much to the genie's chagrin however, Ben was the one to steal her final kiss as he crawled across the bed and captured her sweet lips for a few, eternal seconds before separating and leaving her breathless, a thin trail of their saliva all that connected the two of them together.

"Have I ever told you that you a goddess?" Ben whispered in her ear, sending shivers up Nefera's spine as she blushed. She had been called such titles and names by worthless suitors that had tried to take her hand in marriage for various means, usually for her family's immense wealth or her beguiling body, but this was the first time someone that hardly cared naught for any of those things had ever called her as such.

The mummy hummed affectionately and wrapped her arms around Ben's strong shoulders, pulling him close and pulling him down onto the bed next to her where she took his hand and gave a firm squeeze. "You could stand to mention it more often," she purred as she threaded his fingers in hers and rested them both upon her smooth, tanned belly where she rubbed a slow and calming circle in her flesh.

The movement briefly awoke Ben from his aroused state and returned logic to his mind. He had taken biology and Biteology and health classes and knew from several disturbing lessons that had rattled him and several other of his classmates to the core about what happened when a 'man-ster and ghoul really liked each other', as Mr. Hackington had carelessly put it before popping on the outdated documentary and promptly falling asleep to leave the students to their torment. After that, not one of the students dared to talk to each other about the subject and it was a good three days before any of the boys and ghouls of that specific class even considered talking to the opposite gender. "So . . . you're pregnant?"

Nefera moaned sleepily. "Possibly. You'd make a great father, I'm sure . . ." she latched onto him a little tighter and nuzzled him affectionately while resting her head in the crook of his neck. "And it might finally get daddy out of our hair."

"Or make him pull out whatever's left of his." Ben mumbled sarcastically. He had no doubt that he was willing to produce a child and future heir with Nefera sometime in the future, but that clearly did not and would not translate well for either of them in the present, especially if either of their parents found out. Ben shuddered to think about what his parents or even Grandpa Max might do to him if he got one of his ghouls pregnant before they were married, even if he did no longer live under their roof. "This can be fixed right?"

Whisp shifted slightly from her spot on Nefera's other side, a nodding of her head. "Say what you wish, it's yours. True dish!"

"I'm going to assume that's a 'yes'." Ben guessed, slightly confused by the djinni's words. Then again, Whisp was just about as crazy as her father after being stuck in a lamp for several thousands years, even with her sister by her side to keep company. Even genies could grow tired of seeing the same face every day of every year for ten-thousand years in the same, stupid lamp until someone was lucky enough to stumble across their lantern. "So who's up next?"

A low, pitiful whimper from the foot of the bed gave him his answer as he turned to see Gigi lying on her back with her fingers buried between her legs in an attempt to get off by herself. A slight grin crept across Ben's face as he left Nefera and Whisp to rest and recover on their side of the bed while he crawled to the other side like a hungry cat, his movements slow and precise until he playfully pounced and landed on her. The genie was startled at first as Ben pinned her arms to the bed and kept her movements restricted and limited by pressing his body to hers before she quickly calmed down at his touch.

"D-don't scare me like that." she attempted to look angry.

"You know you love it," Ben chuckled, bending down to softly kiss her cheek. "And I know what else you love." he added, gently nibbling the very tip of her pointed ear. Gigi tensed up and froze in response before slowly going limp at his touch, a slow hiss escaping her lips as Ben jumped to her neck and carefully nipped at her collarbone while sucking on a patch of skin to arouse her; from the way the genie was panting in response to his movements, it was clearly working.

Gigi moaned. " _Haaaaaah . . ._ "

Ben smirked. "You like that, don't you?" he leered at her.

The djinni nodded, her moaning tone becoming muffled and obscured as took her lips in his and tenderly kissed her, cupping her face with a gentle hand as his free fingers latched onto her left breasts and slowly, calculatingly molested her. Gigi allowed her eyes to droop shut as she took in sweet bliss, humming and moaning with wantoning as Ben passionately kissed her lips and all; the two of them even spent what felt like nearly half an hour but was in fact only several minutes lazily licking and tasting the others tongue, sampling the different tastes and aesthetes that were to be offered. The genie could hardly describe how Ben was making her feel as his fingers closed around her hardening nipple and rubbed it teasingly between his digits, sending shivers and waves of pleasure rolling across her overly sensitive, pink skin.

"B-Ben . . . ahhaaaaa . . . p-please . . ." Gigi keened.

"Yes?" Ben raised a teasing eyebrow.

Gigi whimpered pleadingly as she looked at Ben with an almost hurt expression that was more along the lines of an almost childish pout and lustful purr. "I . . . I-I . . ."

"You're gonna have to speak up." he whispered huskily I her ear, knowing exactly what she wanted but choosing to keep it from her. After all, she had to earn the right to get what she wanted and to get what she wanted she needed to _ask_ for what she wanted.

Gigi's mouth was dry as she panted and tried to squirm free from her boyfriend's grip so that she could leap upon him and fulfill her needs without hindrance, but his grip was too strong. Even if wasn't Armodrillo or Frankenstrike he still had tremendous strength compared to her that paled in comparison to that of Abbey's; the two of them had once engaged in an arm wrestling contest together and Abbey had won easily within twenty seconds of starting, the time tripling to a full minute when Shocksquatch got involved. The outcome however, was still the same as Rath, Diamondhead, and Four Arms followed up until Humungousaur finally took Abbey down with one swift movement that broke the table and earned a trip to the Headmistress' office to explain why she suddenly had to put in an order for a new lunch table.

"I . . . I w-want you . . . please . . . I-I _need_ you . . ." Gigi moaned, not sure how much longer she would be able to stand this nearly unbearable desire to be satisfied.

Ben grinned hungrily like a wild cat that had just cornered its prey and craned his head lower with his predatory grin ever present on his face until he came to a stop by her ear once more, a shiver rippling its way through her body as his breath grazed her sensitive flesh. Gigi was hot and bothered and practically pleading for him to take her, and he couldn't help but find that to be a turn on of sorts; even if she was at his mercy, the genie was still a beautiful a rare treasured to be cared for and held close. " _I know._ " he whispered.

Gigi bit her lip in anticipation as Ben released his hold on her wrists and shifted back slightly, position his hot member right at the entrance to her saturated snatch. She could could practically feel the heat radiating off of his erection and she didn't know how much longer she might be able to keep it together if Ben continued to tease. The djinni was granted mercy as the tip of her boyfriend's penis pressed to her wet lips, earning a short gasp from her that ebbed into a hot and low moan the further Ben pushed into her; it was agonizingly slow in her opinion, but well worth the wait. Never had she felt so full than right now as Ben continued to push deeper and deeper down her passage, not even the first time he had broken her barrier and taken her virginity from her, and she doubted she would ever feel this feeling ever again. After what felt like an eternity of uncomfortable pleasure she gave a slight jolt as Ben finally came to a stop, having reached the limit of how far he could go.

Not that Gigi would have asked him to push any farther. She could swear that the head of his thick member was buried deep within her womb, filling her to the brim.

"Mmmhph!" Ben grunted as he felt Gigi's walls pinch tightly around him. "Man, you're tight!"

Gigi moaned, panting hot breath. "O-or . . . or y-you're getting b-bigger . . ."

Ben groaned as he pulled back slightly and thrust back into Gigi, groaning deeper. "Mmmpfh! _Possibily . . ._ "

Gigi simply lay panting heavily, her chest rising and falling rapidly with ragged breaths as Ben fucked her. He wasn't being rough with her like Clawdeen and Nefera had requested and he certainly hadn't dialed it back a notch to the medium setting like he had done with Robecca (Venus hadn't stopped going on about that when they were fairly certain no one was around to overhear them), no this was soft and gentle, as if Gigi were made of glass. The djinni greatly appreciated that as her fingers still tightly gripped the sheets of the canopy bed while Ben pushed into her and sent waves of intense contentment through her.

It was during their time together in the lamp that Gigi had developed this fondness of a soft and gentle touch, where Whisp could be wacky and seemingly a few screws loose and then tyrannical and downright vicious the next, often leaving the genie greatly confused and hurt when her sister retreated to her room and snarled like an animal whenever she was intruded upon; that had been during the shadow genie's little insecurity that she would forever be forgotten and never be nothing more than a pale imitation of Gigi. But when Whisp was neither nasty nor pleasant, it was during those times she either drank too much wine or got too lonely that Gigi cherished and both feared. It was during those times that Whisp would demand her assistance in obtaining sexual satisfaction, and this was where the shadow genie could occasionally become rather terrifying with how hard and ruthless she demanded to be played with; one time she had demanded her breasts to be tightened so hard they hadn't regained their original, pale, ivory hue until nearly two weeks had passed . . . or was it three months?

Being stuck in a lamp made it really hard to keep a calendar.

But it was also during those moments that Whisp could be surprisingly gentle when she turned on her sister, her movements soft and tender once they realized that Gigi was rather fragile and responded best to comforting and controlled movements. It was during those times that Whisp found out that Gigi shivered at the touch of a gentle hand caressing her cheek, it was during those times that Whisp found out that Gigi keened loudly upon having her sensitive pussy licked and sucked upon in a certain spot, it was during those times that Whisp found out that Gigi simply melted upon being embraced and hugged and cuddled like she was a small child once more with breasts pinned comfortably against something, preferably another body.

Gigi was hot, her pale, pink skin slick with sweat as she writhed in pleasure while Ben thrust his way in and out of her, emptying and filling her with every movement of his hips; this was what she had wanted from the moment Ben had asked for her to dance for him, the moment she knew that he cared enough about her to take interest in something she loved that very well could have bored him to death for the sake of caring for her. She knew the moment he asked her demonstrate her passion for belly dancing that she had found the man she wanted to spend the rest of eternity with (damn River and her relatives, she was going to resurrect him and make him immortal if she had to).

"B-Ben . . ?" she crooned, her hands traveling up his clenched hands and gripping his lean arms with her delicate fingers.

"Mmmmgh . . . yeah . . ?" Ben grunted, looking her straight in the eye as he fucked her.

Gigi felt her face burn and turn a deep scarlet in color as her boyfriend took a brief break to listen to her, dropping his body down and resting his firm muscles against her sensitive skin just enough that she wasn't supporting his entire weight but was still able to feel every last slight dip and curve of his physique. "I . . . I-I just wanted to say . . . thank you."

"For what?" Ben wondered.

Gigi giggled slightly; sometimes her boyfriend was such a goof. "For d-doing this for me . . . for making me yours," she smiled while her blush deepened and her hand cupped his face to pull him closer. "I . . . I love you."

Ben would shamelessly admit (to any of his ghouls that is. No need for this kind of information to reach ears outside of the mansion, especially a certain alien anchorman) that his cheeks turned a deep pink color upon hearing those words as he bent down to peck her cheek in response. "I love you, too, G. Don't ever think I won't stop."

Whisp would have rolled her eyes at the mere cheesiness of the situation had she not found it both adorable as Hades and downright alluring as well. Taking a brief second to squeeze Nefera's hand and give a short kiss to signify that she was leaving the weary Egyptian princess to her own devices, Whisp got up from her spot on the bed and crawled on hands and knees over to her sister and Ben to lie down on her side with an arm draped over her hip and her breasts and absolutely drenched slit exposed and waiting. "Ah, the memories." she sighed.

Both Ben and Gigi ignored the comment as they joined once more, passionately kissing as one of them was going to disappear off the very face of the Earth any second now. With renewed vigor Ben began to pump back into Gigi, his hips thrusting in and out a tad more rough than before but just only so that it was still quite comfortable and pleasurable for the genie; she could feel her walls clench and smother around Ben's dick, compressing and constricting as if they were trying to squeeze every last drop of his hot sperm out of her boyfriend's cock like a tube of cookie dough.

She could sense that the inevitable climax was approaching and she knew that Ben could sense it as well if the way his movements were steadily increasing with each thrust, the pressure steadily growing between the two of them; Gigi was quite sure she was not ready to bare a child with her beloved boyfriend just yet, but she was so damn turned on right now that she wasn't sure she really cared.

Gigi felt an odd sensation coming from her shoulder and she glanced out of the corner of her eye from her passionate love making with Ben long enough to catch sight of Whisp playfully poking and prodding at her wound with the wiggling tip of her tongue. The sensation tickled in an odd way that it sent a strange, tingling feeling through her body while Ben continued to push his way into her. Whisp's hand drifted to cup and lovingly molest Gigi's right breast, her fingers squeezing and clenching in a rhythmic, massaging manners that soothed and relaxed the genie; Gigi was briefly reminded that Whisp was maybe three breasts sizes bigger than she was, though she wasn't sure if this was enhanced by genie magic or not. Either way, the shadow genie was big enough for Gigi to have been comfortably dominated inside the lamp for several thousand years despite being the technical, older sibling of the two.

The older Grant sister felt a tickle of breath upon her ear as Whisp leaned in to whisper. "You're getting close, _Gigi . . ._ " she cooed, drawing out her sister's name alluring manner that she knew made Gigi's skin crawl with a thousand pinpricks that felt like millions of scorpion feet skittering across her body.

This got exactly the reaction Whisp was hoping from her sister as she inched her hands further up Ben's strong arms and firm shoulders to wrap them comfortingly around his neck to deepen their kiss so that she may truly express how much she loved Ben. He was not the first boy that had tried to gain her affections (thank Ra for that 'can't make monsters fall in love' rule), but he was in fact the only one that she truly did love with every last ounce of her heart. Yes, she had been a tad hesitant during their first round to even consider giving up her virginity to him before they were even an official couple and that was mostly in part to a couple of Finders that had hardly hesitated to invade her privacy (thankfully she had Whisp to help outwit those perverts). Ben was the only man she planned to fully commit her life and entire body to.

"G . . ." Ben hissed through clenched teeth. His movements were slowing with his thrusts becoming deeper and rougher, each one jerking Gigi's body with every movement.

The genie immediately enclosed her boyfriend's lips once more, silencing him as she tightened her hold around his neck and wrapped her legs around his waist to pin him in place. She knew exactly what was going to happen within a few seconds, the building pressure in her lower regions almost unbearable, and she quite frankly didn't care at the moment. Gigi absolutely fucking loved Ben more than unlife itself right now and by Ra she was going to let him know it in any way, shape, or form she could.

A second thrust buried Ben's hot cock deep inside her and she could feel that the next one would be the one that unleashed the floodgates. Gigi braced herself for the feeling as Ben gave one last swing of his hips and plunged himself deep inside of her pussy just as she gave a loud shriek of final release; she could feel his warm seed rushing through her passage like an uncontrollable tidal wave of cum as she came in unison. The feeling of having the two mix together inside of her was unique to say the least and admittedly a tad strange, but she would hardly care less right now as she hugged Ben tightly with all her strength to ensure that every last drop of his semen flowed inside of her and she mentally smiled she caught sight of the astonished look upon Whisp's face.

After several torturous moments of embracing Ben with the force of a starving python, Gigi's body began to twitch and quiver uncontrollably before she all but fell limp as a rag doll to the bed. Her heart was pounding in her chest as she gasped for breath, her overstimulated mind trying to make sense of her buzzy surroundings; why did she feel so _hot?_ Why did she feel so _good?_ And just why did she feel so _full?_

"You okay that, G?" Ben broke through her mental game of twenty questions.

It was a several seconds before Gigi slowly nodded, her breathing still hot and ragged as ever and yet slowly starting to return to her. "H-How . . . words . . . I can't . . ." she babbled nonsense.

"Save the Riddlish for the sequel, sis." Whisp playfully chastised Gigi.

Both Ben and the older sister Grant ignored the odd remark as the former bent down to tenderly place a kiss on the later's lips, unsurprised when the genie returned it almost lazily; she still no doubt exhausted from their fun together, and he honestly couldn't blame her. He was fatigued as well, but still had enough left in the tank for one final round with Whisp. With that in mind and the shadow genie casting him a predatory grin, Ben slowly and carefully pulled out of Gigi with a wet _pop!_ as several last, stubborn streams of cum shot forth from his steadily tiring cock and stained themselves onto Gigi's thighs and stomach.

Ben smiled sheepishly. "Sorry."

Gigi hardly seemed to notice as she raised a shaking arm and took a sample some of his hot cum from her belly, taking a small lick and sucking her fingertips after a few seconds. The salty taste was actually rather satisfying, reminding her of the various, exotic spices she and Whisp often use to sprinkle their meals with while stuck in the lamp and stuck with eating only the limited amount of Arabian dishes they knew how to cook; it wasn't until Howleen had rubbed the lamp that they had discovered the joys of Ice Scream and Screechza and hot dogs and S'carrot cake . . . sweet mother of scorpions, pity the monster that got between Whisp and a fresh slice of S'carrot cake.

She was pulled from her thoughts by a strong pair of hands as Ben took hold of Gigi's wrist and shoulders to help sit her back up, pulling her against his frame for a support while she rested. The genie greatly appreciated the gesture and gave him a thankful smile as he kissed her cheek in return before he shifted and pawned her off to Nefera.

The mummy seemed just as sleepy as Gigi, if only a bit more rested and allowed herself to be used a pillow by the tired genie. It actually wasn't that much different than the almost innumerable amount of times the Egyptian princess had woken up to find Whisp fast asleep and oblivious to her movements under the covers next to her as if it were the most natural thing in the world; it was to the point where Nefera actually expected to find a pale, ivory arm hooked protectively over her smooth belly, a head of luscious, midnight blue hair resting snuggling on her chest with every loving feeling in the world, and a pair of silken, ivory legs entangled with her own from tossing and turning through the night.

"Amazing, isn't it?" Nefera purred while she absentmindedly ran her fingers through Gigi's hair.

The djinni gave a deep inhale as her tired body relaxed even further and she snuggled deeper into Nefera's body and the pile of pillows the two of them lay against. With a slightly delirious smile she scooped up some more of Ben's fresh cum from her thigh and sampled it with a satisfy hum. "Yeah . . ."

Ben chuckled as he watched the two ghouls talk with as minimal words as possible, preferring to use body language and grunts and moans to explain how they were feeling in their lethargic state. A pair of soft, pearl arms tinted a light hue of faded pink slithered around his neck and chest, the fingers tapping impatiently along his collarbone as a slight weight rested itself on his shoulder and a pair of soft, malleable orbs pressed into his back. He felt Whisp's hot breath on his neck, just behind his ear and grinned when she whispered huskily to him. "Enjoying yourself, Voyeur Boy?"

Ben rolled his eyes as he took the shadow genie's hand and gave it a comforting squeeze. "How could I forget about the craziest ghoul I know?" he laughed. Whisp hummed in response, moaning lustfully as she kissed Ben's neck in the hope of turning his attention towards her while she gently sucked on a latch of skin at the base of his collarbone. She mentally jumped for joy when she felt one of his hands come up to cup the side of her head, caressing her cheek as she was pulled away to look at those deep, green pools that seemed to enrapture nearly every ghoul in the harem; Whisp found them just as fascinating, but at the moment she was far more interested in a different body part.

Whisp inhaled a deep, relaxed breath as Ben affectionately took her lips in his and tenderly rimmed them with his tongue, as if asking for permission to enter. No sooner had that been granted did Ben find himself being invaded by the shadow genie, her oral muscle darting through his defenses to search and explore his mouth for every last nook and cranny available before he could do almost anything to stop it. He didn't know if genie's were curious by nature, but seemed Whisp sure was as she pressed her harder and harder to his in an effort to get much as her tongue into his oral cavity to try and discover what secrets might be kept from her. Her arms looped around his neck and the back of his head to assist her as she shifted her weight onto his lap, moaning with approval when she felt his steadily thickening cock slip past her saturated folds and pop out right between her ass cheeks, fitting snugly like a hot dog between a pair of buns.

Ben seemed just as attracted and hungry as Whisp was, encircling his lean arms around the djinni's waist to hold her close to him as he returned her attacks as best as possible. It boggled his mind how aggressive Whisp was being, forcing her way into him with almost no control or restraint; then again, being stuck in a lamp for several thousand years with the only face to keep you company disappearing every other day or so was more than enough to make a ghoul this desperate and invasive. This however, was a tad _too_ invasive of his personal space, no matter how much he loved and cared for Whisp; a strong and firm hand upon the genie's ass followed by a tremendous squeeze worthy of a Tetramand's mighty grip was more than enough to shake Whisp out of her lustful stupor and break away from Ben long enough for him to breath.

"Geez, Whisp. Dial it back a little, will ya?" Ben half joked.

The shadow genie flushed a light crimson in response. Even so, Ben still caught sight of that ever present mischievous glint in her eyes, like that of an all too clever predator that was just too smart and stubborn for its own good. "Sorry, Ben . . . it's just . . . I've been trying get off for _hours_ ever since our fight in Undertown-"

"You had a fight in Undertown and didn't tell me about it!?" Ben startled. Even if the ghouls were dangerous in their own right (Jinafire knew several types of martial arts and had been known to judoflip Tetramands with ease, Lorna was almost unmatched in underwater hand to hand combat for those that lacked a device that allowed them to assume the form of one of the galaxy's most deadly and vicious aquatic predators, and Frankie was able to command a frightening amount of electricity powerful enough to short out all of Undertown if provoked), Ben still was still concerned and protective of them and wanted to know about all and any skirmishes they got into just so he knew what kind of trouble seemed to follow them wherever they went.

A light scoff came from behind him. "Please, Ben. We handled it just fine. Ran away with their tails between their legs." Nefera rolled her eyes.

"Not literally. The Sotoraggin Triplets don't have tails . . . I think . . ." Whisp corrected before continuing. "As I was saying, ever since our fight in Undertown, I've . . . had trouble ignoring how horny I am. That's how you caught me and Nefera. I . . . I-I couldn't stop thinking about her after watching her in action . . ."

" _Awwww._ " Nefera cooed with a light blush.

Whisp flushed a deeper red in color. "After that, one thing led to another and . . . well, here we are now . . ."

Ben would have normally been more concerned about any injuries the ghouls might have earned during their fight in Undertown, but a combination of the severe amount of heavy hormones in the air and the fact that he had a gore-geous, naked ghoul sitting directly on his lap and awaiting sexual fulfillment kept him from opening his mouth and ruining the moment. Instead he turned his attention back to Whisp and affectionately kissed her lips, making her crimson blush turn a light scarlet as he gazed at her with nothing but love. "As long as your okay."

Nefera decided against mentioning how sore her shoulder still was after landing on it so painfully, lest she ruin the moment as Whisp tightly hugged and buried her head earnestly into the crook of his neck while Ben wrapped his arms around her waist to return the gesture. It was absolutely adorable in the mummy's opinion watching the same genie she now practically shared a bed with cuddle up with their boyfriend, looking so small compared to the both of them even if it was only by several inches; the fact that she was twice as horny as the two of them combined was also endearing to a point.

Whisp pushed herself off of Ben and scooted away to the far side of the bed, resting against the pile of soft, Egyptian cotton sheets and blankets that had been kicked up and pushed there during their nearly hour long ordeal. The genie then proceeded to spread her legs, exposing her drenched folds that she promptly slipped a pair of fingers into and pried apart. A crooked finger that beckoned for Ben to come hither and a lascivious smile soon followed, drawing in closer with his cock drawn and ready to get back to work.

Whisp stopped him from proceeded however, confusing Ben until she licked her lips and spoke in a lewd tone. "I think I could use a little cleaning up before we get to the main course, don't you?"

"You are _such_ a naughty ghoul." Ben's face split into a grin.

This seemed to turn Whisp on even further. "Then treat me like one. I'm all yours, _master._ " she drew out the word in a seductive purr. "Make me your fucking bitch."

Ben nodded as he lowered himself down onto his forearms and stomach, approaching the spot between her legs like a stalking cat until he was less than a breath's away from the sweet flower and it's sugary nectar. Whisp felt her face turn a deep scarlet when she felt his hot breath upon her thoughts, biting her lip as he teasingly sucked in a breath and blew out a short blast of air to taunt her; she shuddered in response at feeling the cool feeling tickle her saturated lips and resisted the urge to giggle as well.

"You like that, don't ya?" Ben rolled his eyes up to meet her expression with a Cheshire smile.

Whisp merely nodded as she found any attempt to speak was plagued with incomprehensible growls and moans of pleasure. She tried to tell Ben that she was more than ready to continue when she felt the very tip of his tongue slowly and methodically prod the entrance to her passage, tenderly gracing her lips and folds with the softest of touches as if to entice her to produce more of the sweet honey that flowed forth from her crevice. In a sense it work, forcing her to tightly bite her finger in an attempt to hold back the cries of contentment at the back of her throat lest she awake her now dozing sister; it seemed a combination of a hard fucking and a warm and comfy body to cuddle up was the final straw for Gigi, and Nefera was surprisingly compliant with her latest charge. On the bright side, Gigi didn't try to grope her in her sleep, an unfortunate habit of Whisp's whenever she occasionally she ate too much hummus and jalapeno peppers before bed, especially during the late night horror shows they all sometimes stayed up late watching.

Jane and Bonita were never really fond of those nights and would often either try to find a valid excuse to skip the steadily growing tradition or would bury themselves into Ben's protective arms during the scariest parts of the movie that made every last one of them jump and scream like little kids no matter brave they all claimed to be (Jane and Bonita never claimed this and were thus saved some humiliation, unlike Ben and Clawdeen).

The shadow genie could have sworn that Ben's tongue had magic of its own the way it made her keen and croon like a wild animal in distress, almost unable to contain herself from his simple taunting as she placed a hand on his head and dug her fingers into his deep, brown locks to press him forward. Whisp shoved her boyfriend's head deeper between her legs, encouraging him to simple get on with pleasuring her and stop all the senseless torture that he was giving her, but it seemed he flat out refused. She looked down with a questioning look and found herself coming face to face with the same pixilated face that she used whenever she was shamelessly flirting with Ben (it was a mental quirk of hers. She almost always woke up every morning wondering if today would be the day that she would be shoved back in a lantern and taken away from her sister, her boyfriend, and ghoul friend with benefits).

Whisp knew that Ben's tongue was not as strong as Lilith's long appendage and it certainly couldn't compare to the almost absurd length that Venus kept behind a cage of neat, little, needle-like fangs, but she knew that what it lacked in those departments it more than made up for in skill. She was about to complain that he was holding back when she remembered her exact words to him: she was nothing more than his plaything, a bitch for him to toy with at his leisure like a cat playing with a frightened mouse it had recently caught. He was mocking her and her words, taking especial pleasure in watching her pout and whimper pleading for him to continue.

"B-Ben . . . don't stop . . . _ahaa_ . . . _please_ don't stop . . ." Whisp shivered slightly.

The wielder of the Omnitrix as he was asked and rewarded the genie by hungrily attacking her saturated folds with such force that it made her gasp from shock and simultaneously dig her fingers into his scalp to the point where it felt like railroad spikes being driven through his skin. Whisp was moaning loudly and without control as his tongue lapped savagely at her pussy lips in search of the sweet nectar that dribbled forth at an almost uncontrollable rate.

The shadow genie couldn't find words to describe how she felt right now, save for a possibly tingling feeling that exploded into absolute warmth and lost whenever Ben's fingers caressed and traveled over her skin; she shivered when his fingers grazed her thighs, trembled when he glided his hands over her hands, quivered when he traveled up and rubbed his palms along her belly and hips to sooth and arouse her. Whisp keened loudly as she grabbed hold of the sheets and dug her fingers into the fabric in an attempt to contain herself while she clamped her legs shut tightly around Ben's head to force him to stay where he could keep her content. She refused to move her legs apart, keeping them firmly shut like a bear trap no matter how much Ben mumbled and grumbled things between her thighs and smacked her legs to let go; she half expected him to threaten the use of the Omnitrix if she didn't listen.

So it took her by great surprise when she found the warmth at her core simply erupt from feeling, exploding in a hot mess at the feeling of Ben lightly bite her clitoris, his teeth digging into the overly sensitive area as he glanced up at her entranced expression with bemusement; he had her right where he wanted her. As if to show Whisp just where she was within their ranks as a harem, Ben touched the tip of his tongue to her clit, tapping the stimulative flesh with the dexterous tip and earning hot and wet gasps for him to continue on. He did so at his own pace, gently sucking on the small knob of flesh between his teeth like had with Whisp's nipples and receiving a loud shriek of contentment in response. The djinni threw head back as she gasped for breath, her tongue lolling from her lips as she swallowed nervously and sweated profusely at Ben's stimulation. Gigi had never managed to find that certain spot on her, Nefera had come close a few times, and even Whisp almost forgot about its existence from how hard it was to obtain, but Ben had hit it on the head with the force of a sledgehammer.

Whisp hissed and bit her lip. " _F-fuck . . . ahaaaaaaaaaahh . . ._ " she moaned.

The genie suddenly wanted her boyfriend's rock hard member plunged deep into her, buried deep within her folds to pound her into oblivion. She didn't care if she wouldn't be able to walk right for days on afterward, she needed his cock now, dammit! Whisp had heard stories of how sea monsters got crazed and aroused during certain times of the year when the tides switched their flow and ebb, driving the females to near disastrous results of sexual longing, and even Ben could confirm first hand that it was a rather frightening experience. She figured it wouldn't come to chasing him through halls and bursting out of duct work to trap him, but Whisp was quite sure that if she didn't get his dick inside her within the next minute, she was going to do something that she was probably going to deeply regret later on.

Sphinx, she didn't even know if he could satisfy her now with his cock alone considering how long she had waited for such a moment. It wasn't that she didn't love his hot member buried within her, she never tired of having ram her repeatedly when she was in the need for a good pounding or tenderly slither in and out of her whenever she was feeling romantic, but right now she wasn't sure even Ben could satisfy her with how long she had been deprived.

Ben seemed to sense her thinking and paused from his work between her lower regions, looking at her with slight concern and confusion as he wiped his lips. "Something wrong, Whisp?"

Whisp didn't know if she could even describe it in words, but it was worth a try. "I need you _now,_ Ben. I need you fucking _now_ before I explode!" she wailed hoarsely, her tone longing and lustful. Ben had a hard time admitting that this side of Whisp was just as arousing and a turn on as the side that was cunning and crafty as she was sexy. Sphinx, sexy didn't even begin to describe how appealing the shadow genie was to him; she was hotter than the scorching sands of the Scarehara, more beautiful than the fiery sunsets of the sky, steamier than hot spices and hummus all slathered on shrimp served up on a barbecue. She could understand her longing for him because he wanted her as much as she wanted him.

It hardly came to him as a surprise when Whisp curled her fingers around his strong erection and sensually gave it a few, slow pumps to blow it up to its maximum volume while she lustfully kissed him, as if to silence him. Building on years of experience, this made Ben slightly suspicious when he felt her fingers travel up his hand and arm, hooking onto his shoulder for support as she finally separated from him with a deep scarlet upon her face. Without a word she lay flat on her back and pulled her legs back as far as they would go, holding them in place with elbows as she placed her spread hands upon her pussy and ass to entice him further; her legs dangled almost limply as far back as her head, a nearly impossible position if one hadn't been stuck in a lamp for thousands of years with nothing to do but perfect almost impossible feats. A great advantage it offered however, was a wide open entrance to both of her holes just waiting to be stuffed with his hot member.

Ben was more than happy to oblige.

A grin crossed his face as he shuffled forward on his knees with his cock cradled in his fingers and positioned right for Whisp's hot, pussy lips. The genie bit her lip with a deep blush to her face in anticipation, wondering if it was possible for time to slow down during sex; it seemed to take him love enough for him to get there. Finally though, the tip of his dick grazed her entrance and sent a wave of hot fire coursing through her skin, already making her squirm with expectancy as he started to slowly push into her. Why was it taking so long? Did he think he was going to hurt her? After what happened last time, she highly doubted she'd feel anything close to that unexpected ride ever again. Ben was inching in deeper a little faster now, his cock fitting like a well worn glove to her passage from the several passionate nights they spent together. His hot member was getting accustomed to her once more, remembering every last inch of her drenched folds and every twist of her tunnel, followed by an annoyingly tight part that took a little more pushing and effort to get through before it managed to worm its way to a rounded chamber of sorts.

At least, that's what Whisp imagined. She could never get over how much bigger Ben felt on the inside, like he was filling her up and then some, as if he was just too big to fit in entirely.

The genie moaned warmly of his cock buried deep within her, _inside_ of her. She was half tempted use snap her fingers and grow Ben's erection even bigger than before to fully satisfy herself, but she figured that wouldn't go overly well with him now that she thought about it. Whisp instead opted to relish in the way her walls clenched and squeezed around Ben's steaming member, suffocating it before it even got the chance to move. " _Mmmmmhmmm . . ._ " Whisp moaned with satisfaction of being filled to the brim.

Ben breathed in deeply at feeling Whisp's moistened walls close around his duck, hugging it tightly with the force of a starving python that had finally managed to capture a meal. His cock was a tad more sensitive than it was before, having already fucked two beautiful ghouls and going onto a third without proper rest; his body was working a little harder than normal to keep up with the demand of his aroused ghouls, growing a little stronger in strength and lasting a tad longer after every experience so much so that one wouldn't notice at first but would eventually make note in the future. He kept this in mind as he planted his hands firmly on Whisp's thighs to keep them pinned back and pushed just a little deeper into her, their current position allowing for maximum entry without any troublesome flesh or cushioned fat to get in the way; Ben then slowly pulled back out, earning a soft hiss from the djinni's lips as he did so before he roughly shoved his way back in, receiving a stunned grunt and low gasp from her.

" _Haaaaahhh . . . ah haaaa ah . . ._ " Whisp keened at every rough thrust of Ben's hips that slammed his cock into her, turning her pink-tinted ivory skin a deep magenta in color as she flushed heavily.

Ben hissed and growled as he pushed his way into Whisp, shifting his posture so that he now stood over her on his hands and knees with his hands spread wide to support his weight and simultaneously grope the shadow genie's breasts. Through tightly closed eyes he managed to catch sight of her dark coloring, catching the way her skin lightened almost dramatically whenever segments overlapped into smooth, soft carapace-like plates. This made him briefly wonder if genies were somehow descended from arthropods of some kind that, after millions of years of evolution, had assumed a humanoid and reality-maniplating form with almost unlimited power; it would certainly explain their almost obsessive love for scorpions, everything from Gigi's pet scorpion, Sultan Sting, to the alluring tattoos that sat protectively on each Grant sister's breasts with the poisonous stinger curled venomously around opposite nipples for each genie.

This in turn, made Ben wonder just how much of an impact his offspring might have the planet considering their most likely hybrid nature. Upon asking Azmuth if humans possessed any special capabilities like most of the aliens whose genetic codes were stored away in the Omnitrix in the event their species should perish and go extinct, the ancient Galvan had replied that humans were remarkably unique in their genetics; they were quite simple for complex lifeforms and their DNA could have been compared to that of a blank slate. In terms that Ben would fully understand, that simply meant that they were sexually compatible with nearly any extraterrestrial species in the galaxy and beyond and that a fully viable offspring would be produced should mating between the two occur.

Ben had no doubt that his ghouls would try to coerce him into producing children with them when the time arose and Nefera had assured him that he would make a great father if he was capable of handling all their shenanigans and saving the universe at the same time. Even so, Ben still felt slightly put off by this little fact and decided it was best to shove it into the back of his mind until the appropriate time came.

The wielder of the Omnitrix was drawn out of his thoughts when Whisp suddenly cried out in ecstacy, her chest rising and falling rapidly as she reached a climax and orgasmed all over his thick member, sending jets of wet cum spraying out onto the sheets from the stubborn cracks between Ben's cock and Whisp's folds that just wouldn't remain closed. The shadow genie was panting heavily as she tried to reclaim her breath with an almost stupid and delirious smile upon her lips as she looked at Ben with nothing but love and lust and lust and love.

" _M-more . . ._ " she whimpered. "I need more . . ."

Ben raised an eyebrow at this but slowly nodded; he was still rock hard and had quite a bit of stamina left in the tank, so he was more than capable of going another round. "If you so." he grunted when he pulled a ways out of Whisp's saturated slit before slamming his way back in, jostling the djinni in the process as she cried out in contentment at feeling the firm tip nail the end of her passage with the force of a freight train.

" _HA! Ahhhhaaa ha ha ha ahhhhhhh!_ " Whisp howled loudly with every swing of Ben's hips. This is _exactly_ what she needed, what she had longed for the moment she had caught sight of Nefera in combat and realized just how beautiful she was as she flipped and rolled and parried and blocked and managed to make it all look absolutely flawless to the untrained eye. She considered herself one of the luckiest ghouls on the planet with a sister who was willing to put up with her mischief-making, a ghoul friend with benefits that loved her almost like a sister but in a different sense that made Whisp look up to her with wonder in her eyes, and a boyfriend who would love her to the end of time faults and all. That, and he was simply _amazing_ in bed. She doubted any other manster would even come close to pleasing her this way, and this was but only one of the many reasons Whisp planned to stay with Ben for as long as he lived.

Whisp had to agree with Gigi on this one. Screw River and her relatives, she was going to resurrect him from the dead if necessary! Sure, he made not have been the absolutely perfect man on the planet, but he was the perfect man for her, that much she knew.

Even so, there was always room for improvement.

"B-Ben . . ?" Whisp moaned hotly, her voice raspy and hoarse from her aroused state.

"Mmmmgh?" Ben groaned as he clenched his hands and squeezed her breasts tightly while he slammed his erection deep within the djinni. He was waiting for her to respond when he felt her shaking fingers graze his hand and lightly dig into his left wrist to try and get a foothold; he followed where Whisp was touching and found that her fingertips were tapping impatiently on the faceplate of the Omnitrix expectantly. "Uh . . . are you sure?" he asked, knowing exactly what she was asking.

Whisp deftly nodded. "I need it, Ben . . . I need more . . . more than what even you can give me," she moaned longingly, biting her lip when he pulled himself all the way out of her and rested his cum soaked penis upon her moistened pussy lips; it took all of Whisp's restraint not to simply shove the erection back inside of her and see if she couldn't push it just a few inches more.

Ben caught sight of that look in Whisp's eye and immediately decided that it was best not to argue right now; he did however make a mental note to try and see if he couldn't get Whisp to dial back her sexual desires a tad, lest it come to the point where she simply exploded because she couldn't get off fast enough. "Fine," he surrendered as he tapped the Omnitrix and cycled through the roster. "But nothing bigger than Four Arms. We're not risking another incident."

"C-Can you do XLR8, please?" Whisp requested.

Ben shrugged. He supposed the Kineceleran would be more than enough to satisfy Whisp and would most likely make her cum five or maybe even eleven more times before he eventually came as well and they finished up; he was starting to get a tad more fatigued than before. "Worth a shot."

"Don't keep me waiting . . ." Whisp warned in a husky tone as Ben settled on the Kineceleran symbol and slammed a hand down on the activation core, swallowing himself in a blast of green light. His skeleton shifted and crunched loudly as he was compressed into a smaller and smaller form; his bones snapped like tree branches as they shrank, multiple rods bridging themselves through their hollow insides to provide structure and strength. His skin paled and faded into a white color as his fingers crunched and cracked like twigs while they fused together into a single digit that steadily bloated to the size of a bowling ball. Muscles packed themselves firmly into his shoulders and arms, linking together with tendons and ligaments in his back and chest to provide extra support that connected to his torso and haunches and eventually moved to his legs so that his entire body was coated in a tight packing of hard muscle and tissue. Ben's toes crunched in a sickly manner as they elongated and melted together to form three, strong digits tipped with spike-like talons; every last strand of hair on his head and body was sucked back beneath his skin as his ears sagged and grew long and droopy to hang at either side of his head. A pair of baggy, black pants trimmed in green materialized on him as the Omnitrix appeared on a belt around his waist, completing the transformation.

"What the- not Brawn, Omnitrix! XLR8! _XLR8!_ " the Twin cried childishly when he caught sight of his perfectly rounded fists that could easily demolish a building with one, solid punch of his rubber arms.

Whisp however, was an opportunist and shifted her body up just enough for her to grab hold of the hem to Brawn's pair of baggy, black pants and yank them down, giving a wolfish grin when she caught sight of the cock that easily a couple inches longer than Ben's but not as thick. " _I'm not complaining . . ._ " she purred as she tenderly touched the head and watched it jerk to life and all but immediately harden.

"This should be interesting." Nefera remarked softly. Gigi shifted her sleep and mumbled something under her breath as she snuggled deeper into the mummy's frame in search of comfort, drawing a slight smile from Nefera's lips. The Egyptian princess snagged some of the covers and wrapped them warmly around the exhausted genie, earning a placid sigh as a reward while she pulled her new charge a little closer to her.

A warm croon of contentment caught Nefera's attention and she turned to see Whisp with her head thrown back in absolute pleasure when Brawn's stiff cock rubbed and teased her moistened pussy lips as the Twin held her legs apart with a wolfish smile. The genie looked like she was in paradise and on the verge of exploding as well, and Nefera briefly wondered why Brawn simply didn't get it over with; the longer the Twin waited the more Whisp got horny and the princess had to admit that she was starting to get a little wet as well despite her still fatigued state.

Finally though, it seemed Brawn couldn't hold back any longer and roughly shoved his way into Whisp with a single movement, sliding it all the way up to the base of his cock and receiving a loud cry of ecstasy from Whisp in the process. The Twin pulled nearly all the way back out before plunging back in and ramming the head of his dick down to the very end of her passage, increasing the volume of Whisp's wails of contentment; Nefera bit her thumb, absentmindedly clenching her legs as she watched Brawn relentlessly pound her ghoul friend with benefits.

Their relationship was an odd one, especially in the fact that Nefera was nowhere close to being comfortably as bisexual as Venus and Robecca were and Whisp seemed to bounce around depending on what she desired; even so, they always returned to the other, whether it be for a simple nap together or on the rare occasions that Whisp felt Ben's firm cock wouldn't satisfy her and allow for a good night's sleep. The Egyptian princess wasn't exactly _quite_ sure what had initially attracted the shadow genie to her in the first place (she had a sneaking suspicion it had something to do with her impressive rack), but Nefera enjoyed her company and found her wackiness a welcome change from the dull and imposing life she had led before where she was nothing but another pretty face to be admired and gawked at like some kind of exotic zoo animal.

It was Whisp's animalistic groans and grunts of satisfaction that drew her out of her thoughts when she caught sight of Brawn rapidly pumping his cock in and out of the djinni, the rate and force almost like that of a jackhammer to Whisp; the look on her face of pure, naked passion said it all. She was panting heavily, moaning with absolute pleasure while her Twin partner relentlessly pounded his way into her, making her moan and croon with happiness. The shadow genie could feel her walls clenching and tightening around Brawn's cock, squeezing harder and harder with every movement; to her this was a clear sign that a second orgasm was coming her way and from the way Brawn was pounding her even faster than before, she could tell he was reaching a climax as well.

"Ha . . . ha . . . ahhhha haa . . ." Whisp moaned. "B-Ben . . ?"

"What . . . is it, Hot Stuff?" Brawn grunted, his talons clenching tighter to her ass.

Whisp bit her lip at that before responding. "I . . . I'm gonna . . ."

"Soon?" Brawn guessed.

"Y-Yeah . . ."

"Me . . . too!"

Whisp moaned loudly as Brawn's movements slowed down and became more forceful than ever, pulling out his hot cock in a drawn out manner before slamming back into her, a loud slapping sound resounding through the room as he did so. The shadow genie was moaning hoarsely now, her skin slick with sweat from every movement of the Twin's hips as her walls squelched and smothered his strong cock; she could feel it happening, the warmth at her core building up to an almost unbearable level as Brawn slammed into her with a loud. The small in stature alien groaned huskily as he pulled back with a slow, laggard motion that drew a low hum from Whisp at feeling the bulbous head tug slightly at her pussy lips before giving a loud gasp and cry as Brawn slammed back into her with the force of a charging bull.

The two of them came in unison with loud cries of sweet release as the floodgates were opened. Whisp could feel the Twin's hot seed flow inside of her like water from a jet nozzle, creating a unique feeling that she knew she would never experience no matter how many times she tried to coerce Nefera into sex with her; no, this was the unique feeling of two mates forever bound by love committing the ultimate act together to proclaim their feelings for one another. Whisp groaned with contentment as the feeling continued for what likes hours on end, a nearly endless supply of cum spraying into her womb and mixing with her juices in a pleasing manner that made Whisp feel like one of those smoothie machines at the back of the Coffin Bean, tossing and turning their contents in a frothy mixture. Finally though, the feeling began to ebb and Whisp felt her tired body relax as Brawn's grip on her ass slackened and faltered and sent him tumbling back, completely exhausted with cum-stained cock lying limp against the covers; a few seconds later the Omnitrix timed out and Ben returned to the world, winded.

Ben panted heavily. "N-No . . . no more . . . no more . . ." he gasped for breath.

Unfortunately for Ben, Whisp seemed more than ready to continue. The shadow genie grunted as rolled her legs back down and shifted herself up into a sitting position to recover for a couple minutes as she studied the hot, alien cum dripping forth from her saturated slit. Her mind briefly wondered what the resulting offspring might have looked like had they allowed a baby to take form within her womb; the then very realistic thought of Ben having a stress attack and his parents killing him flashed through her head and ignored the idea all together. As promised, all consequences of their wonderful experience together would be erased (this wish seemed to be a common one among Finders).

With a sultry smile upon her lips, Whisp proceeded to crawl onto her belly and slide across the bed to cuddle up next to Ben with a edacious expression. Ben glanced at her out of the corner of his eyes as he lay there, fatigued and every last part of his body screaming with exhaustion while Whisp innocently wrapped a protective arm across him. This normally would have not been suspicious to him in any manner since he and all his ghouls had a habit of embracing one another as tightly as possible when they slept together, but that ever predatory smirk on the shadow genie's features was more than enough to send his instincts into action. "I . . . know that . . . look, Whisp." he breathed, steadily regaining his ability to breath.

Whisp feigned naivete as she calculatingly tapped her finger on his chest and slowly drew it over the creases and crevices of his lean body. Ben stiffened at her touch, shivering slightly when she spoke in a seductive tone that was breathy and warm in his ear like he had taunted with her what felt like hours ago. "What look?"

" _That_ look. The one that says you want me to do something but you aren't willing to tell me because you love torturing me."

Whisp faked offense. "How dare you make some accusations!?" she dramatized.

" _Whisp . . ._ " Ben called her out in that tone he only used when he was losing his patience. That was usually the tone the shadow genie cut her antics and pranks and either calmed down or gave it to him straight depending on the situation.

The djinni sighed with defeat. "I want _more . . ._ "

"Whisp, I'm tired, I'm hot, I'm sore, and I just want to go sleep." Ben sighed.

Whisp decided to try something else. " _Please?_ It'll be really quick, I promise!" she begged with pouting lips and those big, puppy eyes that Ben had a _very_ hard time refusing, especially when it came to Jane, Bonita, Gigi, and of course, Whisp. Fortunately for the shadow genie, her boyfriend had yet to find a way around such tactics, even though he had come close to refusing her a few times; in the end however, he simply gave in and tried to finish whatever was asked of him as soon as possible. He sometimes compared it to ripping off the mother of all bandages. Maybe even the father.

Ben sighed with surrender. "What is it?"

Satisfied that she had her boyfriend's attention Whisp propped herself up on her elbows and shifted onto her hands and knees while Ben turned over to watch her. The genie looked back over her shoulder with a crafty smile and shook her hips in a taunting manner before stooping back down onto the bed with head resting against the mattress. With her hands now free and no longer supporting her weight she reached back and grabbed hold of her ass cheeks to pry them apart as far as possible, impatiently tapping the rim of her asshole with a jittery finger; there was no way someone of even Ben's IQ level would be able to misinterpret that message.

Ben had to admit, even with his worn out state, it was really, _really_ hard to refuse an offer like that. With a grunt he propped himself up on his elbows and climbed up onto his knees to that his previously limp and nearly dead cock was suddenly alive and stiff as a steel rod once more. He cast a sneaking suspicious look in Whisp's direction and was met with a poker face smile that once again refused to divulge any information that would tell him just what kind of insanity was bouncing around in the shadow genie's head.

"You sure?" Ben raised an eyebrow.

"Why're you asking questions when you could be fucking me?" Whisp shot back.

Ben realized that the genie made a valuable point despite her sometimes occasionally questionable state of mind. He caught sight of the impatient look upon Whisp's face and decided to stop asking himself stupid, mental questions and that he would be able to rest the sooner he complied with his ghoulfriend. He crawled toward Whisp, finding himself confirming that every part of the shadow genie was absolutely to die for as he came up behind her and groped her ass with his hands; the djinni giggled lightly between short moans and gasps of pleasure when she felt Ben's strong fingers bury themselves into her skin.

She groaned even louder when she felt the firm of head of Ben's stiff erection experimentally poke and prod her tight asshole, a low hum sinking down into her core when she felt her boyfriend's strong hands pry her ass apart just a little more and then push his way into her. It was an odd sensation of both pleasure and slight discomfort that Whisp found herself bouncing back and forth between the more Ben pushed into her. His hot member felt _so_ much bigger inside of her tight passage and the way her anal walls tightened and constricted his cock like a python made it seem even bigger the more her body forced her to try and make his cock smaller and more compressed.

Whisp moaned hoarsely. "K-Keep going . . . keep going . . ." she encouraged.

"Not . . . much more . . . to go . . !" Ben growled as he forced his way along.

Whisp was crying out in ecstasy as Ben reached his limit and shoved the last few inches inside of her with a slightly jerk of her frame that made her shrieks of pleasure jump an octave higher than normal. Her breaths were quick and ragged as Ben pulled back out and thrust his way back in, making her breasts bounce in response as she keened with contentment, her cries an incentive for her boyfriend to continue and permission for him to treat the shadow genie as rough as he wanted.

He was more than happy to capitalize on this little factor.

" _Mmmhaaaa! Ahhh! Haa ah ah! Haa! Ahhhhhh!_ " Whisp moaned loudly. "D-Don't stop, Ben! Don't stop!"

Ben tightened his hold around Whisp's hips and ass, digging his fingers into the impressions and grooves in her skin where Brawn's talons had sunk in for support. "Don't plan to, babe!" he grunted he shoved his way forward and fell onto his hands and knees and resting himself against Whisp's back support as he continued to push and pull his way out of her. It was different to have something as big as Ben's cock inside of her ass as apposed to her succulent, pussy lips as the former proved to much tighter on nearly all occasions while the later was looser in most cases; the djinni was no exception and she absolutely loved it.

It seemed Nefera did, too, if the way she was watching with a light blush to her tanned face and how she had slipped some of her fingers down between her crevice to get off now that she had been turned on. Whisp caught sight of this and looked at her ghoul friend with benefits with a questionable glance that made the Egyptian princess' mahogany features turn a richer, earthy brown in color and only deepen when the shadow genie shifted her body forward far enough for her to come up close and personal with her beloved; Nefera paused briefly to gently pry Gigi off of her and ensure that the djinni was wrapped comfortably up in the blankets a short distance away.

"So . . . _mmmgph_. . . here we are . . . _ahhha_ . . . again." Whisp hissed in response to Ben's movements.

Nefera smiled sultry and leaned forward to softly caress the genie's with carefully calculating fingers. "So it so would seem." she purred as the mummy laid a sweet kiss upon Whisp's cheek. "Now please your future queen!" she demanded, sitting back on the pile of silken pillows and cushions as she spread her legs with a commanding look.

Whisp was all too happy to do so as she crouched her head down to teasingly rim and kiss the outer folds to Nefera's plump, pussy lips as Ben continued to ram her from behind. The genie moaned loudly in response into the mummy's folds, making her croon with contentment and satisfaction as she threw her head back and let her Nile blue locks cascade everywhere. The Egyptian princess' turned on moans and groans were like music to Whisp's ears as she continued to poke and prod at Nefera's entrance once more, loving how she had the control in the current situation despite being ordered to do so; she controlled whether Nefera would have to wait longer or would receive fast and quick satisfaction from her, and if she was to have her way, Whisp would draw this out as long as possible.

"I said please your future queen! _Now!_ " Nefera hissed with impatience, roughly grabbing Whisp's head in her hands and digging her carefully manicured nails into her scalp to thrust her deeper into her folds. Whisp gave a sharp squeak as she was roughly pushed further into her ghoul friend's crevice at the exact moment Ben gave a sharp thrust and forced her body forward in a large lung that shoved her even further between Nefera's legs. The two of them received a long and low moan from the mummy as a reward as she arched back and wrapped her arms behind her head, squirming under the wonderful sensation her saturated slit granted her.

Whisp now realized that she was stuck between a rock and a hard place. With Ben having full control of her from behind, relentlessly pounding her ass into oblivion with his balls slapping loudly against her cum-stained pussy lips without mercy, and Nefera pinning her in place with her trap-like thighs from the front, forcing her to dart like tongue forth like a snake and swirl around her slit and sex and fully satisfy her, Whisp had lost any and all control she had over the situation. She had thought she might come into the Egyptian princess' room seeking a short session to help relieve herself, and in the end she had gotten far more than she bargained for when her sister and beloved boyfriend had crashed their special moment together . . . and Whisp couldn't help but love it.

With renewed vigor, the shadow genie thrust her tongue as far as possible down Nefera's passage and found a hidden reserve of the princess' sweet juices that either had been refreshed or had somehow been missed. Either way was fine by Whisp as she hungrily lapped up the honey-like substance and relished the taste, humming with approval when she felt Ben fall against her back again and curl his arms under her to tightly cup and squeeze her breasts. After years of being trapped in a lamp with only one other person to keep her company and satisfied, Whisp knew that this was a sign that Ben was close to blowing his load and she found herself at a crossroads at deciding whether she wanted to feel his hot semen shoot deep inside of her or have it spray all over her face and breasts like she loved. Her thoughts were interrupted when she felt Nefera wrap her legs tightly around Whisp's neck and force her head even further between her legs with her hands, her cries and growls becoming quicker and higher in pitch; the mummy was quickly reaching her limit and Whisp was disappointed that she had not held out as long as she had before.

" _Whisp . . !_ " Ben and Nefera cried a warning in unison as the former squeezed her boobs tighter and the later curled her toes in angst.

The genie couldn't help but mentally remark how this was going to be an interesting experience in approximately thirty seconds or so as she roughly bit into Nefera's clitoris and sucked eagerly on the swelled tip between her teeth; it was a wonder Gigi was still asleep with all the noise Nefera was making as she screamed and howled like she was being attacked, and Whisp wondered if their neighbors were actually really deaf or knew what was going on and decided not to interrupt to save face. Honestly, how awkward would it be for someone to barge into another's home just to tell them to keep all the racket they made as they were making love to one another? Whisp found the thought funny and would have laughed out loud right then and there had Ben not roughly slapped her ass with a strong hand, leaving a stinging, red mark in the flesh.

Whisp could feel herself growing hotter and hotter as Ben slapped her ass with every grind and thrust of his hips into her while simultaneously squeezing and pinching her breasts and making her writhe in pleasure. Nefera could do nothing else but cry and howl with satisfaction as Whisp tugged back on her clit as hard as possible and the genie could swear she heard a window break somewhere in the mansion from the pitch the mummy had just reached.

" _WHISP!_ " Ben and Nefera cried loudly as the two of them came in unison. With a final thrust of his hips that felt like she was getting slammed by a truck from behind, Ben came hard and fast inside of Whisp's ass and shot his load all the way to the bottom of her passage, her anal walls smothering his cock to the point where he almost believed he wouldn't be able to pull back out once they had regained breath. Whisp herself felt like her skull was going to implode upon itself from the sheer amount of force Nefera was exerting upon her head from the way she was squeezing her thighs to keep her place. The genie could feel Nefera's hot and sticky cum splatter and gush over her face in an almost endless torrent, nearly drowning her as she tried to swallow every last drop at once and was forced to settle for sporadic licking and lapping between gulps of fresh air.

The three of them stayed like that for what felt like an eternity, simply trying to gulp down lungfuls of breath in order to keep from passing out right then and there. Ben was absolutely covered in a thick layer of sweat as he panted while resting against Whisp's back as the shadow genie quivered and trembled and tried to keep herself together as Nefera let her tongue loll from her lips in a fruitless attempt to cool off like she had seen werewolves do on numerous, baking days. Eventually, there was an almost mental discussion over who was going to move first when Ben shifted his weight back and pulled out of Whisp, his cock absolutely stained with his cum as a last, few stubborn strands landed themselves upon Whisp's ass as more dripped from her asshole; the genie then promptly collapsed to the bed, taking a few seconds to catch her breath before she licked her lips of the last of Nefera's sweet juices and slowly shuffled and shifted her body around to take Ben's sensitive member in her mouth to carefully and gentle clean it of his sperm. The taste was pleasingly salty and she knew she had to be as tender if she wanted another special night with Ben in the near future. Nefera was kind enough to get up and crawl over to her, tightly gripping her ass in her strong fingers to lap up the few strands of cum that stained her flesh before moving onto her asshole and cleaning that of any semen that dared to try and leave their prison.

Once everyone was cleaned up and thoroughly beat and about ready to collapse from exhaustion, the three of them made their way back to the head of the bed and crawled beneath the covers together. Whisp found herself curled up on Ben's right side pinned between her boyfriend and her ghoul friend with benefits as the mummy shared a short, sleepy kiss with Ben before snuggling her head down into the mountain of pillows with an arm stretched comfortingly across Whisp. Gigi had been pulled onto Ben's other side and all but immediately latched onto their boyfriend the moment her fingers had grazed against his heaving chest and muscles.

"N-next time . . . lets . . . lets take it easy . . ." Ben panted.

Nefera hummed sleepily. "Agreed . . . I don't think I can _ever_ go that hard again . . ."

Whisp sadly had to agree as she felt her absolutely exhausted body begin to shut down. First her burning muscles went limp and then her senses began to dull and become all but null and void as her vision swam before her and exhaustion filled her body. She wanted nothing more than to sleep for a thousand years and never wake up until then, she was so tired. The shadow genie could easily sense that her partner's were just as tired from overstimulation, and it was silently agreed upon them that they didn't care if anyone walked in on them at that exact moment they were so tired.

"Hey, Ben? You in here? C'mon, we gotta get bangin' on that- _sweet mother of sea serpent!_ "

Correction. They cared if _one_ person walked in on them.

With a sudden startle that rattled from their near slumber, Nefera, Whisp, and Ben all looked up to see none other than Heath Burns standing there in the doorway with a jaw so slack it could have hit the ground and eyes so wide they could have been mistaken for flying saucers. The fire elemental's flame headed hair instantaneously caught fire and Nefera could catch sight of an all too familiar bulge starting to build in his pants; she briefly wondered if Abbey would ever allow him to play with her like that, if they were even that far in their relationship at all. A mischievous cackling brought their attention down towards Heath's ankles where a laughing Rivet were rolling around, clutching his stomach, wheezing with laughter, and rolling around like a nutball.

Realization crossed Heath's face as he glanced down at the cunning hybrid. " _You!_ You led me up here on purpose!" he accused.

" _Yep!_ Stupid Fire fell for trick! Fell big! Fell hard! Stupid Fire is stupid! _Hahahahahaha!_ " Rivet cackled madly.

Heath then also realized that the evil, little creature at his feet had not only brought him into one of the most awkward moments of his unlife, but had also brought him to his own execution; he caught sight of the vicious and predatory glare that crossed Nefera's face, and Heath could wear his own soul burned right then and there. Even after reforming for the better, the Egyptian princess still carried the resources to absolutely destroy a person if she ever had a decent reason to do, especially that chilling stare that made Medusa look like a pretty face. With a yelp, the fire elemental attempt to run and flee, screaming and shouting apologies as he made a move to run. He probably would have had a decent head start had Rivet not ruthlessly tripped him and sent him landing flat on his face with a groan.

That was all the time that Ben needed. With a flurry of motion he swept the bed sheets off of him and leaped out of bed, tapping the Omnitrix and cycling through the roster until he found the transformation he was looking for before slamming a hand down on the activation core and swallowing himself in a blast of green light just as he landed on the floor. He could feel himself grow slightly shorter than before as his skeleton and bones groaned in protest under compression before cracking and snapping loudly when the arm and leg bones were stretched out like a stubborn sweater. His skin split and cracked softly with a squelching feeling as it sagged and hung over his frame like a wet paper bag that bubbled and quivered in response to the changes that radiated through his body before snapping back into place with a loud _smack!_ and took on a more smooth and pebbled feeling, like that of an amphibian of sorts. His skin darkened and turned a pale shade of red as his fingers crunched and stretched longer followed his nails while they dulled at their ends. Ben's shifted and became a small, cleft square while spirals and swirls appeared and etched themselves across hid body; his skin stretched and smothered his face, covered his eyes and rending them useless when they shriveled away to be replaced by solid, bone plating as his skull was pulled upward with a loud snapping noise. His muscles were pulled taunt across hid body as his tissue and organs shrank, almost as if they were dehydrated, and he took upon a slightly skeletal appearance that was quickly covered up by a black jumpsuit with green, downward pointing stripes, green cuffs at the wrist and ankles, and the Omnitrix taking form upon his chest.

" _Look at me._ " Mindmesser commanded in an orderly tone as he crossed his legs and effortlessly levitated off the ground.

Having been honed and trained to head the call of any harsh voice sent his way, Heath snapped his head up with a nervous look in his eye as the Protinaphibian glared back at him with a featureless face that lacked anything but a mouth filled with thin, crooked teeth pinched down in a frown. The fire elemental trembled slightly as Mindmesser's hands glowed an ominous, blood red in color as he raised them above his head, his expressionless gaze never tearing away from Heath's as he proceeded to move and weave his arms and hands in an intricate pattern much like Gigi had done during her belly dancing session prior to being interrupted. The movements were distracting and hypnotic, exactly what the Protinaphibian was hoping for when he noticed the glazed over expression upon Heath's face.

"These are not the droids you are looking for." Mindmesser suddenly spoke in a clear and dictated voice.

"These aren't the droids I'm looking for." Heath repeated with a slight swallow.

The Protinaphibian grinned wickedly. "You did not just catch us in the act of sexual intercourse."

Mindmesser could easily sense the electric pulses Heath's brain gave off (compared to Ghoulia's, it wasn't overly impressive) and read it as easily as one might read a book, figuring out ahead of time how to effectively alter any decisions and will that the fire elemental might make; he was under his complete and total control. "I didn't just catch you have sex with three totally, smoking ghouls."

Nefera watched in both amazement and amusement as Heath practically groveled under the Protinaphibian's harsh gaze and wicked smile, barely containing her laughter when she heard what Mindmesser said next. "You will leave my abode and return home, young man, to wake up in bed and believe that everything you have experienced for the last hour was nothing more than a very bizarre dream . . . and slap yourself every time Ms. Bombinable looks at you for a time shorter than five seconds."

"I will go home and think everything was a dream and slap myself every time Abbey looks at me for less than five seconds." Heath summarized.

Mindmesser nodded, satisfied in his work. "Good lad. Now move along."

"Move along." Heath repeated dully, slowly and clumsily propping himself up on his hands and knees to climb to his feet. Without another and a mindless gaze in his eye, Heath promptly turned around and walked out the door, his feet clapping loudly on the stairs as he made his way down to the first floor. The sound of the front door opening and closing with a click was the last that Mindmesser heard of Heath before he turned his attention towards Rivet.

The raccoon hybrid looked up at him with a playful smirk that showcased his little, sharp teeth. "You are a rather troublesome, little scamp, aren't you?" Mindmesser noted.

"Rivet pull prank! Rivet lure Stupid Fire into trap! _Hahahaha!_ " Rivet cackled madly.

If the Protinaphibian rolled his eyes. " _Fascinating._ " he drawled before getting back down to business. "Now then, ow about a trade, hmmm? If you were to, say, forget this ever happened and never breath another of this to man or monster or your little creature friends, I might be able to procure for you a large stash of . . . _cookies?_ "

Rivet immediately perked up at that. There was absolutely nothing more than cookies that the hybrid loved, not even dismantling objects and putting them back together or pulling mischievous pranks that got stupid monsters into hilarious situation, especially if they were baked chocolate chip cookies with little cakes thrown into the batter to add to the taste. " _Yes! Yes! Yes!_ Cookies! Cookies! _COOKIES!_ "

Mindmesser nodded with approval. "So it is settled. By dinner, you shall have yourself quite a pile of cookies for you to do as you please . . . as long as this remains our little secret, yes?"

Rivet eagerly nodded. "Yes! Yes! Cookies! Yes! Cookies! Yes! _COOKIES!_ "

The Protinaphibian sighed tiredly and rubbed his brow; sometimes he wondered if the troublesome, little thing was really worth keeping around. "Right then. Run along now." he waved Rivet off. The raccoon hybrid laughed maniacally and scampered out of the bedroom, cackling all the way as he bounded down the stairs in search of something else to do other than humiliate his owner further; the Omnitrix timed out a few seconds later after Mindmesser closed the door shut with a flick of his hand and resumed his naked, human form.

With a yawn and slight stretch, Ben made his way back to the canopy bed after flicking off the lights and crawled over Gigi to bed down between the genie and her sister, getting comfortable once more beneath the covers and upon the pile of pillows. "I didn't know you could negotiate." Whisp remarked tiredly, yawning sleepily.

"Gravattack. Appoplexians. Lewodans. Alien fleas. Another story for another time." was all Ben managed to say as he relaxed and fell into slumber. Nefera soon joined after a yawn of her own and pulled the covers up a little tighter around her, snuggling her body a little closer to Ben's.

Whisp didn't mind being pinned between her two lovers. It just meant more body warmth for her to share with and more for her to grope and play with if she ever woke up early and became too lazy and bored with herself to get up and climb out from under the covers. With a final sigh, Whisp buried herself beneath the sheets and rested her head of midnight blue hair upon Ben's strong, soft chest, inhaling his sweet scent, as she fell into slumber. She loved their time together and she longed for more moments like this with those that she loved and cared for.

Maybe getting a tattoo would goad Ben into trying to find out where it was on her body. It would undoubtedly be an interesting experience.

* * *

 **Whew! Ben's only lucky guy!**

 **Now, this wasn't supposed to be the next piece of work out from me for quite some time, it was actually supposed to be a chapter of OUAT. For those that read my main story, I apologize for the incredibly long delay, but technical errors that involve _the entire deletion of the latest chapter_ have slowed production. Combine that with (step back out into the real world for a moment) all the school work that's being crammed into the two final weeks of my school year, and I have little to no time to appropriately try and rewrite the lost chapter from scratch; for some reason, everything I try to type and copy from memory also just doesn't feel as up to par with what I had previous written, so there's that, too. I apologize severely for the delay and I will try to get the chapter up as soon as possible.**

 _ **I can help, too, if you want . . .**_

 **Maddie, _please_ stop giving me that look. I know _exactly_ what you're suggesting and I'm not going to do it, no matter how much you plead. I'm putting my Tetramand foot down on- _AHHHHHH!_**

 _ **Oh, so that's where I left my tea set!**_

 **Yeah, right where I could step on it! Ugh. While I attempt to pull shards of broken pottery out of my foot, don't forget to comment, review, suggest, and request down below like always! Send me your ideas for future fuckings and they just might make the cut! I love hearing from you guys!**

 _ **That's new.**_

 **You what else is new? You putting your tea set away where it belongs: out from under my foot!**

 _ **Hasta Luego!**_

 **Great, now she's stealing my outros, too.**


	6. Breaking News: Revenge is Sweet

**Man, does it feel good to be back! Now that everything's ironed out again, I'm back and _deader_ than ever!**

 _ **Creaty, you said you'd never do that again!**_

 **Yeah, I know. Puns. And it's not like you listen to me.**

 _ **I could do a lot more than listen you know . . .**_

 **I've said before and I'll say it again: I love you. You're adorable. You're hilarious. You're cute. You're the sexiest girl I know, especially with those lovely legs of yours. But for the last time, I ain't going at it with you and that is final! Seriously, why do you only ever act like this when I post this story anyways!?**

 _ **You wouldn't believe me if I told you, silly!**_

 **You're right. I _wouldn't_ believe you. Instead, lets get on with the reviews, shall we?**

 _ **Yay!**_

 _ **Isom –**_ **Avea does present some problems with her unique physiology, doesn't she? I can tell you however, that she doesn't use the Omnitrix to turn into a human. And yes, the ghouls are going to be something scary when it comes to their honeymoon or when they're ready to start building a family with Ben . . . thank goodness this is Ben we're talking about here.**

 **As for your suggestions, they are phenomenal and I definitely plan to utilize them as continuations of _Cupid's Crystal Ball_. I especially like the Draculaura, Operetta, Cleo, Meowlody and Purrsephone, and Cupid suggestions. The ones for Lilith, Clawdia, Ghoulia, and Lagoona will receive some tweaking however, and the suggestions for Rochelle and Gooliope won't work because I'm planning to rewrite those chapters; to be truthful, those were not my best and were written during a period of time when I knew I had to update them but I had a serious case of writer's block and was just shoving out half-ass content.**

 **I always want the best for my readers, and since those chapters are not my best, they will receive a complete rewrite (the Rochelle chapter was really one of desperation because I couldn't think of a better idea).**

 _ **Marshman101 –**_ **To be honest, I wasn't sure how that futanari bit was going to go over, which is why I kept it small. I am considering writing a short, one-shot futanari bit between two Monster High ghouls (not saying who) if time permits, so I guess this could be considered practice. Either way, since you seem to have of experience with this kind of thing, if you have any suggestions or ideas for how Ben and the ghouls can fuck each other silly, don't hesitate to let us know!**

 _ **Practice makes perfect!**_

 **Two things: one, are you just going to spout random Riddlish every other sentence? Two, I've stumbled across some Ever After High smut stories and I've been wondering if it's actually possible for you to grow a dick or not.**

 _ **I'm not telling . . .**_

 _ **That's**_ **comforting. Anyway, I've noticed that jerking off to hentai after reading one of my chapters seems to be a reoccurring instance for you. I'll make a note of that for later . . . if I can find a pen that is . . .**

 _ **Here, use this!**_

 **Maddie, this is a fish. A mackerel to be specific. What am I supposed to do with-**

 _ ***SMACK!***_

 _ **That's what!**_

 **Did I just get fish-slapped?**

 _ **Yeppers!**_

 **Moving on . . . ow . . .**

 _ **Menatron the Angel of Ideas –**_ **That might be a tad hard considering I have no idea who that person is and any attempt to find a search on him on this site turns up nothing. Nonetheless, I shall attempt (because I am a kind and benevolent author) and I am glad that you enjoyed the chapter. Hopefully the amount of posts will increase with summer rolling around and Hades feeling more generous in time.**

 _ **ThatChronicKid –**_ **I'll say this now, you got at least one of them right!**

 _ **maverickmoxey2000 –**_ **The internet is a messed up place sometimes, isn't it? As for summons, the only counter I have against that would be skeletons are a lot less durable than zombies are; everything however, pretty much checks out.**

 **There's a little shift in the groups that you suggested, but I otherwise like the selection. Especially the Lorna and Spectra idea of setting up the cameras; of course they'd do that, and there'd be no way of Ben stopping them (what am I saying, there's always someway that someone like Ben will figure out to tamper with/destroy a camera). And I have been meaning to do the whole 'fuck him while he's sleeping' thing at one point or another just to cover all the situations and stereotypes.**

 **Also, that line of Avea's is pure gold. I was laughing my ass off during that.**

 _ **Me, too!**_

 **You're always laughing.**

 _ **Exactly!**_

 **. . . Anyway, I love the Abbey idea as well (I'm sensing that's probably your favorite, or at least the most fun to play around with). I always did picture Abbey as the hugging type when the weather got chilly, especially by yeti standards; and yes, disregarding the whole mountain habitat, most apes, including yetis, are much stronger than humans and I'm pretty sure Abbey is no exception unless the Omnitrix ever gets involved. She might even give Rath a run for his money!**

 **The Bloodgood idea is phenomenal and I plan to fully utilize it with a few tweaks here and there. I was planning to do a reverse of that idea for when Astranova comes along, with Ben basically educating our curious alien on how 'Earthling mating rituals' work as part of her research (I imagine she would have been assigned a long term assignment by her parents or whatever intergalactic school she attends until she can be picked up). As naive as Astranova might be about Earth, I'm pretty sure she'd recognize if anyone, even Ben, was taking advantage of her without her consent and with her telekinetic alien powers, that's a dangerous game to play.**

 **For some reason, almost any pairing with Ben under the right conditions works out pretty descent, most likely because of his line of work. The best lovers are usually the most understanding, am I right? Speaking of that, the Clawdeen plot works just as well; lets see how much Kai likes werewolves after _that_ little incident (I can imagine Clawd and Howleen aren't overly happy with her either). In fact, I pretty sure there will be _a lot_ of Kai bashing in my works simply because she's a truly detestable character and girl that should have been left dead and buried in the original series; I'm not saying women should bow down and grovel before men, but would it at least kill her to say something nice any time she and Ben meet up? Seriously, I'm not as huge of a fan of UAF (Alien Force was the better of the two) as I am of Omniverse and the original series, but Julie was a great girlfriend and character.**

 **As for what I won't do, I will never go to Boston in the Fall. Lets see you figure out that reference.**

 _ **Creaty, it's not nice to tease the readers!**_

 **You tease Deadpool every day. We both do.**

 _ **True. But he loves it!**_

 **Yeah, and the way he runs screaming into the closet to feast on his secret stash of chimichangas while mumbling death threats under his breath is absolutely adorable. Seriously, I'd get the guy to a psychiatrist, but I'm pretty sure Wade'd drive them insane within the first half hour . . . maybe quarter of an hour.**

 _ **DracoAngelus17 –**_ **Do you get that pun or joke?**

 _ **Nope!**_

 **Didn't think so. Either way, we'll see what we can do! We're working Deadpool over time!**

 _ **Darkness Rissing –**_ **I highly doubt I'll write sequel chapters to any lemons I write, since I've put a good majority of my effort into writing the first pieces, thus making any possible sequels to come not as good as their predecessors. And yes, I would call Whisp "energetic" when it comes to her sexual life, maybe even "enthusiastic". As for Nefera and Whisp, I'm not sure where I originally got the idea for that in the first place; I guess I just saw Whisp as this mischievous horn dog that would latch onto the biggest set of breasts available because she could, which is Nefera in this case. That, and both originally came from hot and desert places and Gigi would be** ** _much_ less likely to try anything Whisp does.**

 _ **Anonymous –**_ **That does make some sense and I have been working on getting some of the aliens involved in this chapter, whether they just appear or getting in on the business. I'll have to keep that in mind when that lemon series eventually arises.**

 _ **David Howard –**_ **While I'm sorry to disappoint you that your suggestions won't make it into this installment, I can guarantee that at least two of your suggestions will make it into the next one. That being said, I don't think I'll do one with Lilith and Ben flying because one, that's incredibly difficult for even me to write, and two, Lilith isn't all that strong; while she has gained some enhanced strength from her monster form when compared to her human form, she isn't strong enough to carry another person with her, much less carry them for long periods of time and fuck them in the process. On a side note, I'm glad you like this series enough to re-read it over and over again. It really lets me know that my work's been improving!**

 _ **Deadpool –**_ **Oh, no, you don't! I have prepared for just such an occasion! Now listen** ** _very_ carefully: if you leave this room and go up the stairs to your right, you find yourself at a crossroads of hallways. If you take the left hallway and then turn right at the fork, there will be three doors on your left and right; behind the third door on your left is Lady Death waiting in skimpy lingerie for your arrival. And before you leave, I should tell you that she's gotten a few . . . upgrades . . .**

 **Guess we won't be seeing him anytime soon.**

 _ **The snail crosses the road and the jub-jub bird can't hatch an egg!**_

 **Alright, alright, I'll stop stalling. Well, manster and ghouls, there's really nothing left to say but the usual stuff! As always, comment, review, suggest, and request down below! We love hearing from you guys (Deadpool complains most of the time, but I know he cares).**

 _ **'No I don't!'**_

 **Go eat your chimichangas! Oh, and Maddie? See if you can't find a memory wiper or something . . . I'd rather leave Wade out of this, if you catch my drift . . .**

 _ **Oh, Creaty, you naughty Tetramand!**_

 **That's not what I meant!**

 _ **I know, silly! I just like teasing you!**_

 **I swear, one of these days you're going to give me a heart attack. Anyway, before we begin, I'd like to give y'all a little recommendation. I know for a fact that quite a large number of you _long_ to see Ben and the Ever After portion of his harem get down and dirty with one another – there are reasons why I use innuendos, namely two reasons that rhymes with "Redtool" and "Baddie" - and I am here to offer a solution; or at least _half_ of the solution.**

 **There is a very good smut writer by the name of _The Page Family_ and, as their name implies, they are long lost relatives of the Narrators of Ever After – along with four other acquaintances of the same last name – who particularly enjoy writing lemon stories; in fact, that's all they write. The good majority of their stories are Ever After High-related, but they have since expanded into other franchises such as Pokemon, Monster High, RWBY, and Monster Girls Encyclopedia. A good majority of these are one-shot series, similar to my own right here, but there are a few plot-based lemon stories that are particularly intriguing in my opinion that I would highly recommend.**

 **Better yet, _The Page Family_ accepts OCs – and lots of 'em – without question or hesitance, as long as they are relevant to the story they have been applied to. Further more, they are open about the various types of lemons and fetishes that they write and they readily take requests and suggestions as well, though it may be some time before the final product is produced (it's worth it though). So look 'em up sometime! Trust me, you won't be disappointed!**

 _ **Onward!**_

 **First you steal my lines while I'm monologing, then you threaten me with a potential heart attack!? What's next, you're going to jump me while I'm in my sleep!?  
**

 _ **Hee-hee-hee-hee-hee!**_

 **I think I just screwed myself over.**

* * *

Being a teenage reporter was hard enough as it was.

Being a teenage reporter and a shape-shifting, alien super heroine at the same time however, was at least five times more difficult.

Beforehand, the most pain she would ever suffer was from total exhaustion due to staying up so late writing articles to try and earn her pay at her minimum wage job. Her fingers would grow tired and cramped and all but dead after hours of writing and typing, but that hardly compared to what she got into nowadays.

Nowadays, that pain had been chocked up to bruises, cuts, scrapes, internal trauma, nausea, cramps, headaches, and an almost weekly battle with whatever alien-related menace had decided to worm its way out from Undertown and to the surface world above to wreck havoc. The addition of a copy of the universe's most sought after and powerful weapon didn't help matters in the slightest, drawing bounty hunters and assassins from all over the galaxy in an attempt to pry it from her cold, lifeless hands.

And she still wouldn't give it up for anything.

Spectra flopped back onto the bed with a content sigh, letting the warmth of the covers and sheets caress her silken, translucent skin as she sank into the mattress. She brushed a lock of damp, indigo and violet streaked hair out of her face and snuggled a little deeper into the warmth of the bed, feeling tired and well comforted after taking a recent shower. Combined with the aching feeling all over her body from her nonexistent, stressed muscles, and Spectra was just about ready to fall asleep and try to rest as much as possible before tomorrow reared its ugly head.

The ghost felt the king-sized bed bounce slightly and rolled over to watch with a smirk as her boyfriend gave a long sigh of exhaustion when he felt the comforting touch of the mattress sooth his aching back; he slept bare chested with only a pair of sweatpants that Frankie had bought for him, a look that Spectra hardly minded in the slightest.

"See something you like?" Ben gave a smile when he noticed he had Spectra's attention out of the corner of his eye.

Spectra felt her face turn a light pink in color. "Maybe . . . do I have to pick just one?" she purred mischievously in an attempt to hide her embarrassment. She scooted closer to her boyfriend and curled a finger under his chin, forcefully pulling his attention towards her. Not that Ben was complaining.

The wielder of the Omnitrix couldn't help but let his face turn a light shade of crimson as his eyes traced over Spectra's voluptuous figure. Her arms and legs were long and slender, her skin colored a soft, shining white. Her eyes and lips were beyond words and her touch was otherworldly and couldn't possibly be described. Ben felt his face turn a darker shade of red when his gaze flickered to her silken nightgown and her tormentingly skimpy choice of black undergarments that were _excruciatingly_ clear through her sleepwear and left very little to Ben's imagination; he could easily see her sizable breasts nestled comfortably behind her bra and her hips were slender, yet wide as if to beckon him forward with her fertility.

And when Spectra's lips were lightly pressed against his own for the briefest moment . . . he was brought back to when they had first professed their love for one another. He had been lying injured and weak on her sofa and she had been fretting like a mother bird over his health and well being after getting nailed hard and yet, despite their differences in solidity, they had managed to ignore the rules of the universe long enough give one another that oh, so sweet kiss he was reminded of now.

Ben allowed a small smirk to cross his face when the two of them finally gave in to his need for oxygen. "Alright, what do you want me to do?"

Spectra batted her eyelashes innocently. "Whatever do you mean?" she asked, pressing a little closer into her boyfriend's frame as if to get the message across.

"You know what I mean."

The ghost smiled sweetly. "Well . . . now that you mention it," Spectra smirked as she slowly and meticulously let her pale fingers crawl up his sternum like a spider walking on his tip-toes; Ben's eyes glanced down and followed every movement up his chest until her finger jumped to his nose and tapped it ever so lightly so that it was like a whisper. "Would you mind giving your dear ghoulfriend a massage to ease her stress?"

"You could have just asked you know." Ben grumbled.

Spectra smirked. "Is that a yes?"

"Turn around and . . . try to be solid?"

The satiated spirit's grin only broadened as she sat up in a slow and teasing manner with drawn out movements that she knew were either annoying Ben or taunting him in a pleasing manner; either one was fine by her as Spectra turned her back to him and waited for him to begin. While he popped his knuckles and stretched his fingers she concentrated on solidifying her figure enough for Ben to touch her, focusing heavily on her body's ectoplasmic makeup and hoping that she had done enough for Ben to touch her.

Ben's rough but tender hands found their way to her throbbing shoulders and she gasped at his gentle touch against her soft, silken skin. He began to move and work his hands in a careful rubbing, pinching motion that loosened her tightened muscles; despite being a ghost she knew considerably little about her anatomy and wasn't entirely sure whether she had muscles or even tissue of some kind, but there was evidently something there that could become sore and aching as the day passed on. Spectra sighed with contentment as Ben's almost magical hands glided their across her back and began to ease the tension her body had built up over the day.

Spectra bit her lip as she let her eyes drift shut. " _Wh-Where . . . mmmph . . . did you g-get so good . . . ahhhhah . . . at this?_ " she moaned softly in response to his extraordinary handiwork upon her figure.

She could feel Ben pause briefly in the massage long enough for him to rest his chin upon her shoulder and whisper the answer in her ear, his breath tickling her milky white skin. "You're not the only one who likes to have their back rubbed by me. If you want specifics, you can thank Nefera."

Spectra felt her face take upon a light pink at the feel of his husky voice upon her sensitive skin. "Sh-Should have known."

"What? That Nefera'd be the first to try some new pampering treatment?"

The ghost chuckled at her boyfriend's joke. "No. I should have known you would have been this good with your hands." she corrected with a slight smile before her face suddenly screwed up into one of complete and total agony when Ben's thumb drove itself into a particularly tight knot right between her shoulder blades. She gasped with pain and gritted her teeth as Ben worked to smooth things out for her as much as possible before the wadded clump of ectoplasmic muscle had finally been tamed and allowed a wave of comfort to course through her body.

"A little lower . . . a l-little lower . . . _right_ there!" Spectra shuddered as Ben hit a sensitive spot in her lower back and quickly removed the problem. With a sigh of satisfaction, the ghost ghoul leaned back into her boyfriend's frame and got herself comfortable.

"Massage over?" Ben guessed.

"Stop moving." was the reply Spectra gave him, something that was a cross between a command and a request. Ben complied either way and wrapped his arms around her lithe waist to pull her closer, marveling at how fragile her skin felt against his touch, almost like fresh silk. It was a wonder in itself and Ben could hardly comprehend how he had gotten lucky enough to fall in love with a ghoul like this.

Ben noticed that his ghoulfriend's breathing had begun to slow and her pulse – or natural lack thereof – was decelerating to a steady crawl. Spectra unconsciously buried herself a little deeper into Ben's body as she drifted off to sleep and wrapped an arm tightly around him for security measures, as if to say that he wasn't going anywhere if she could help it; as if that weren't a big enough of a message, her grip was like that of a vice, even for someone like her.

Thinking for a second, the wielder of the Omnitrix opted to slowly and carefully pry Spectra's hold on him off and lie her down on the bed with his hand tightly clutching her own to ensure she didn't wake up from lack of touch. Once he was sure that she was going to be comfortable, Ben bedded down himself and pulled the covers and sheets up over the both of them. As if on cue, Spectra moved closer to him in her sleep and quickly latched onto him once more with a significantly less crushing grip that felt quite nice with her body pressed against his.

"Night, babe." Ben planted a final, loving kiss upon her forehead before he all but instantly fell asleep the moment his head hit the pillow.

* * *

" _Mmmhm . . . oh, yeah . . ._ "

" _R-Right there . . . ahaaaangh . . . ahhh . . ._ "

" _F-Fuck . . . haaaahgh, aaaaaaaah . . ._ "

" _Aaahaaa . . . mmmmph . . ._ "

Lorna felt her right eye twitch as she starred up blankly at the ceiling of her bedroom. The mansion she had moved into from her father's home was quite expansive and was large enough to more than occupy her boyfriend and the nearly two dozen other ghouls she shared him with, and as such she had been given a permanent residence to stay in and decorate to her liking. She had kept her design choices rather simple while moving some of her more personal items in with her, such as a box of photos she had photobombed of her friends and family and a stuffed toy of what a vast majority of normies thought her father looked like, a prehistoric marine reptile that had somehow escaped the extinction of the rest of its species; her father hadn't found that too humorous, but she found the stuffed animal to be adorable.

The only problem with the teal-painted walls of her bedroom was they were right next to Robecca's quarters. And they were quite thin.

As if that weren't bad enough, it was spring . . . and that meant Venus was horny as Hades. The plant-monster ghoul was greatly effected by the coming and going of the seasons, being of flora-born in nature. In the summer Venus could be attributed to behave somewhat normally, but when the days grew shorter and the temperature dropped that's when things began to change. By the time autumn rolled around she had become slow and sluggish and when winter reared its ugly head it would be nearly impossible to roust her from slumber. When spring finally managed to beat back the chilling assault of winter, things took a dramatic change: Venus would become more energetic and lively and her libido was at an all time high, meaning she was forever in the mood to make love to those dear to her.

Unfortunately for Lorna, the plant-monster ghoul had discovered she could fashion an artificial penis from the folds of her nether lips and the vines of ivy that arched their way across her hips and thighs, and was currently using her new appendage to its full potential on her beloved ghoulfriend. It would be at least another month and a half before Venus' behavior would return to normal and she would move out of Robecca's room and back into her own. Until then, Lorna was stuck listening to the two ghoul's love making for a good portion of the night before Venus finally fell asleep from exhaustion and let Robecca shut down her systems and recover.

The plant-monster ghoul's libido problems wouldn't be too much of a bother to tolerate if Venus just went to Ben to satisfy her desires; Lorna herself hadn't had the chance to experience it herself, but whispers had a way of finding their way to all ears within the Monster Mansion – as they had begun to affectionately call their home – but if the rumors were true . . .

The marine monster sighed as she rolled over beneath her red plaid covers and covered her head with a pillow in an attempt to block out the noise on the other side of the wall. The only problem with her seemingly flawless idea was that there was, in fact, a rather fatal flaw to it: Lorna was pretty sure that none of the ghouls she shared both a home and boyfriend with would give up their scheduled night to sleep with Ben just so she could get a good night's sleep. Tonight was Spectra's turn to bed down with him, tomorrow's was Clawdeen's, and the day after that was claimed by Bonita; it would be three more days after that before it would finally be her turn to sleep with him.

Lorna wasn't sure she could last that long.

And it wasn't just the lack of sleep that was bothering her. The freshwater ghoul had attempted to try and fight the urges that were steadily creeping their way through her body like some vile tentacles belonging to one of the abyssal beasts that lurked in the depths of her Loch Ness homewaters. The sound of Robecca's intense moans as Venus pushed into her and the plant-monster ghoul's heated grunts and gasps were like torture to Lorna, her body responding in a manner she was not unfamiliar with and yet was entirely foreign to her.

Her light blue skin flared up as she heard Venus thrust her way into Robecca's artificial folds and her sharp edged fins tingled in response as her imagination allowed her to envision Robecca's warm juices dribble all over Venus' temporary cock as the plant-monster ghoul relentlessly pounded her into submission. Lorna couldn't deny that the two ghoul's love making was doing strange things to her as she rolled back over on her back with her gaze occasionally flickering over to the wall her bed was pressed against. Her amphibious nature – she always found it hilarious that normies assumed her father was actually reptilian – made the tepid feeling in her body all the more pleasurable.

A shudder crept across her tingling skin as she leaned herself up against the wall and closed her eyes while she rubbed her arms and listened to the sounds of love just on the other side of the wall. Lorna was feeling unbearably hot right not and a tad light-headed as well when she drew in a slow, deep breath to try and calm herself; at that particular moment, Robecca cried out as she reached her climax and was quickly silenced by Venus' lips. That was all that was needed to make the marine monster melt on the spot, biting her lip to keep back the heated moans of passion at the back of her throat as her hand slithered down her smooth stomach and into the tight pair of tartan shorts she used for sleepwear.

Lorna barely registered the fact her fingers seemed to have a mind of her own while they worked their way past her plaid panties – she was a true Rottie through and through – and found their way to the entrance of her quickly saturating snatch. A low groan passed her lips when she felt the very tips of her fingers graze against her sensitive passage and a growl like that of lion getting scratched behind its ears soon followed when a lone finger cautiously slid its way inside her. Lorna bit her lip even harder to try and hold back the pathetic mewing that clawed at the back of her throat for release as her quickly warming walls wrapped around the digit and hugged it tightly, tugging impatiently at it. The urge to cry out in ecstasy grew even bigger as a second finger joined the party and a third finger managed to worm its way in after its sister.

She was breathing heavily now, panting while her face turned a bright crimson in color. The way her wet walls were tightly clenching around her hand sent ripples of pleasure radiating across her body in a way that words couldn't even hope to describe. It would take a cacophony of emotion-filled moans and howls to express what it felt like, and that was only the tip of the iceberg. The freshwater ghoul's thumb and pinky finger planted themselves firmly against the inside of her thigh for support as the other three began to work themselves around inside of her, wriggling and slithering like a nest of snakes that caused a certain stimulation to travel its way up Lorna's spine in a bubbling, tingling feeling that felt like she was soaking in a hot tub. Her other hand went to her right breast, the webbing between her fingers gently cradling her tit between rough and amorous squeezes.

Her breasts were an odd thing, considering she was of amphibious nature and thus had no need to produce milk like mammals did. Rather they were an evolutionary leftover of sorts – similar to the tiny remains of a kiwi bird's wings or the barely noticeable claws found on some species of naga's tail that were all that remained of their legs – that may have been the mammary glands of some prehistoric, semi-aquatic therapsidian ancestor had at one point in their evolution. The organs didn't seem to serve much purpose from what Lorna could remember as she was able to nibble on solid foods with a set of cookie-cutter teeth from the moment she had hatched. What she _did_ know was that her breasts, functional or not, were just as sensitive to touch as the average ghoul's.

This seemed to be something the two ghouls on the other side of the wall were taking clear advantage of without much hesitance.; the sounds of Robecca's wet lips sucking upon and making short work of Venus' temporary penis, a chorus of heated moans and pleased grunts that sounded feverish in nature, were driving Lorna up the wall. Her own walls were making a wet squelching noise as they squeezed and constracted around her fingers and the way she was molesting herself was beginning to send her mind wandering off into thoughts she had never before cared or given much thought to.

 _Why haven't I done this before . . ?_

 _Why does it feel so good . . ?_

 _. . . what would it feel like with Ben?_

That last thought made her skin flare up to an almost unbearable degree, the mere thought of having her cold-blooded skin pressed against her boyfriend's warm, lean muscles being such a turn on that it felt like her entire body was ablaze with flame. She couldn't help but imagine what it would feel like to have his strong, calloused hands trailing their way across her sensitive body, his hot lips peppering her with kisses that would make her mewl and melt in his grip, or have him _inside_ her and giving her the best sense of contentment she had ever known in her life.

Lorna was abruptly drawn out of her lust-filled daydreams when she realized that the sounds of two hormonally unstable ghouls making love to one another less than a couple feet away from her had finally stopped and left the house in near total silence, save for the occasional creak and groan of the woodwork and pipes as the mansion settled in for the night. Looking down at the spot between her legs she realized with a sweltering blush that her panties and shorts and even the bedspread beneath her were stained a darker hue than before.

The sheets weren't much of a problem – she could easily run those through the washing machine in the morning without too many questions – no, the main problem was that she was still _horny._ And without Venus and Robecca to unwittingly aid her in her time of need, she was at a loss for what to do.

There was only one option.

* * *

Spectra Pandora Vondergeist had heard the phrase and exaggeration "loud enough to wake the dead" before at least several times in her unlife, mostly when Holt Hyde had his tunes cranked up to the point one could hear them from a hallway away even though he was wearing headphones the whole time and had kept his "poppin' and lockin' and singin' and groovin'" to a minimum, as he had put it. It could then be said that after getting together with Ben and being introduced to the mad rush of insanity that he called his everyday life that Spectra had also become a deep sleeper and took every last wink of sleep she managed to get with a blessing.

This didn't mean however that she hadn't trained herself to wake up at the slightest disturbance or noise that didn't sound remotely like anything that she should have been familiar with in the Monster Mansion.

 _Slurp! Slurp!_

" _Mmmmhaaaa . . . mmmph . . . aahhhmmmn . . ._ "

The odd, wet sounds like that of one of the disgusting slime beasts that lurked in the Catacombs dark corridors and the low moans that reminded her of the shuffling hordes of zombies that choked the hallways of Monster High however, were more than enough to roust her from her slumber. The noises then proceeded to fall silent in exchange for jimmying and shaking the bed like a small, hyperactive child might do while urging their parents to wake up for Cryptmas morning to open presents. Having spent multiple times with Ben in bed and gotten use to his movements and sleeping habits and factoring in the ball of hyper-kinetic energy that was Rivet, Spectra could safely say that whoever or whatever was in their room was not doing a very good job at blending into the background noise she was use to.

The phantom resisted the urge to suddenly strike out and put the intruder into a choke hold like she had seen Rook demonstrate multiple times during their training sessions and instead decided to go for the stealthy and silent option of approach. With careful movement Spectra slowly rolled over from her spot beneath the comfortable covers of the bed and flickered her bright, otherworldly violet orbs over at Ben's sleeping figure to see if he had taken notice of the noise the intruder was making. Unfortunately, it seemed he was passed out like a light; she couldn't entirely blame him for considering the day's events.

After all, being pursued by nearly every bounty hunter in Undertown and then having to take on the likes of Trumbipulor, Vulcanus, Yetta, _and_ Suemungousaur all in one day was bound to wear anyone out, especially if they had just beaten Vilgax the Conqueror several weeks prior. The tyrannical, intergalactic warlord was a sore loser to put it simply and was pulling out all the stops in trying to either obtain the Omnitrix or just outright kill his mortal enemy while he rested, silently gathered an army to his side, and awaited a trial that he would most likely be able to find a loop-hole out of that would send him on his merry way back to his criminal plans.

The fact that the Chimera Sui Generis never seemed to fall short of finding loopholes in the Galactic Code of Conduct for his clearly nefarious actions was incredibly annoying to say the least.

The jiggling movements that shook the bed just the slightest continued to persist and Spectra mentally cursed herself for not being able to move much more without giving away her position. It would have been simple for her to phase out through the mattress if she flexed her ectoplasmic physiology just right, but the sudden motion of the covers and sheets would undoubtedly give her away to the intruder before she could work herself into a position to grab them.

 _Slurp! Slurp! Slurp!_

Now the sucking, slurping noises had returned and Spectra was just about at her wits end. Other than the fact that he had had a long day and her boss – none other than the infamous Will Harangue – was being more antagonistic towards her and her adoptive family of sorts than usual, she had a Dead Languages test and more training tomorrow that she couldn't afford to fail or skip out on; the phantom needed a good night's sleep, for Ra's sake!

That, and Spectra was most certainly _not_ a morning ghoul.

All it took was for a simple thought to trigger her density-altering ectoplasmic molecules and allow her to phase through the mattress and down onto floor. Spectra was now forced to listen to the wet noises from above as she carefully army-crawled on her belly out from under the bed and took notice of a pair of feet just within her line of sight. She narrowed her eyes as she quickly examined them, taking note of the light blue skin color and the slight claws that adorned each toe in the place of toenails; that alone was enough for her to understand exactly who had intruded upon her quiet sanctum. The mysterious trespasser spent a good hour and a half in the bathroom every day simply soaking in the tub to moisten her soft skin, never knew there was such a thing as too much haggis, and had a love for cameras as much as Spectra did.

 _Lorna._

If there was one thing that ghosts and spirits from beyond the grave specialized in, it was slipperiness and stealth. Needless to say, the freshwater ghoul didn't hear a thing when Spectra smoothly floated out from under the bed just a hair's breadth from the soft carpeting of the floor like a stingray silently gliding along the bottom of the sea. Lorna certainly didn't notice anything out of place until the spectral journalist had risen up to her full height right behind her like some kind of looming shadow and placed her cool, clammy hands on her shoulders with a such a meticulous movement it sent shivers down her spine.

Lorna gave a startled yelp as she suddenly spun around and had a waxen hand quickly clapped over her mouth to silence her. "Ahhh- _mmmph!_ "

" _Shhhh . . ._ " Spectra hissed softly with a finger to her lips. She kept her ivory features relaxed and neutral as she had learned to do so after watching Ben being able to calm down some of her more panicky fellow harem ghouls. It took a good amount of skill to be able to portray herself as confident and gentle at the same time without giving off an aura of power that ordinarily spooked people and monsters into backing off. Thankfully however, Lorna seemed to calm down considerably when she was forced to peer into those deep, lavender pits with glowing, blue orbs at their center and stopped struggling against Spectra's hold.

Once she was sure that her little intruder wasn't going to do anything irrational for the time being, Spectra drew her hand back and folded her arms expectedly. "What are you doing here?" she whispered soft enough for Ben to remain oblivious (at least she hoped).

The ghost ghoul raised an eyebrow when the marine monster's gaze flickered briefly to Spectra's hand with a guilty expression that made her instincts tingle in a way that she knew that she might not like what she saw. Without a word she raised her hand up and raised an eyebrow when she found a white, creamy substance smeared all over her palm and dangling in sticky globules from between her fingers like dew across the silken strands of a spiderweb. A quick glance away from her hand revealed a similar substance sticking to Lorna's lips and chin where her hand had been pressed in an effort to silence her.

"What is this?" she whispered suspiciously, not sure if she wanted to know or not.

Lorna's swallowed nervously and tried not to let her gaze flicker behind her, drawing Spectra's attention back towards the bed where Ben lay fast asleep. The ghost peered closer and took note that the covers and sheets were drawn back from around his torso and abdomen, revealing lean muscles that had been built up over nearly a life time of constantly fighting and a recent hobby of lifting weights as a means to keep himself in shape; Rook and Grandpa Max however, were still apprehensive about the sudden increase in exercise and were always keeping close tabs on his whereabouts.

Regardless, Spectra felt her eyes widen and her translucent features turn a rosy red in color when she saw that Ben had been stripped of his boxers and sweatpants, leaving him stark naked. What really caught her attention however was his massive erection and how it glistened in the moonlight creeping in through the window, wet with recent moisture.

The columnist had a feeling she knew what was going on and the utterly embarrassed look on Lorna's face only confirmed her suspicions, especially when she caught sight of the freshwater ghoul's shorts and took note at how damp they were. "Care to explain?" she asked as she wiped her hand on her nightgown and folded her arms over her bust.

Lorna bit her lip nervously as she self consciously wiped her chin. "I . . . Venus and Robecca were keeping me up and, um, I . . . well, uh . . . just couldn't get back to bed after they stopped, er . . ." she struggled to find an appropriate word that wouldn't make her blush. The sudden rush of being caught in the act of giving her boyfriend a blowjob was still coursing through her veins full blast and made her feel all jittery inside now that she was being interrogated; she suddenly felt uncomfortable and a tad overheated than her ectothermic anatomy was used to.

Spectra felt her lips curl in a sly smirk. "Let me guess. You got turned on by Venus and Robecca fucking in the room next door and when they eventually stopped, you were still horny and decided to come here to try and get off so you could go back to sleep."

"Eh . . . in a rather blunt nutshell, yes." Lorna admitted as she shuffled her feet awkwardly. The last time she had felt so flustered was the last time her father had caught word of her going to the surface again and getting sighted by the locals, which greatly prompted their sudden move to the Boonited States for some peace and quiet until all the buzz about their existence died down, which would probably not be anytime soon; the freshwater ghoul could never exactly figure out _why_ her father was so adamant about not being seen by people, save for a trusted few, and any attempt to bring up the conversation was steered away with remarkable skill.

"Why don't I give you a few pointers?"

The offer was so sudden and unexpected that Lorna did a double take, she could hardly believe what she had just heard. Despite her basic knowledge of monster reproduction, it was still but a foreign subject to her that she hadn't delved too much into further researching, unlike Heath who seemed incapable of going a single day without starring longingly at Abbey with a look that told all that he was undressing her with his eyes – at least, if they had the stomach to stick around long enough for a closer look. Luckily for the fire elemental, his ghoulfriend had yet to figure out the real reason behind his longing stares but Lorna had little doubt in Abbey's skills of deduction. The ghoul was as sharp as an icicle.

The most experienced she had ever really been with the subject of sex was back in the days she still lived in Loch Ness, back when she could hardly imagine a world outside the Rottish highlands she called home, back when she was still dating the saltwater merman that she called a boyfriend. Their relationship had been forbidden and a complete secret from their parents, which was both an exhilarating and nerve-wracking experience, the rush she would get as she swam out after her curfew to go meet him by the harbor for a quick conversation and good night kiss.

It had been during one of the rare times that both of their parents had left them alone at home that she had her first experience with sex. It had been a movie night over at his house – a series of elaborate sea caves connected by tunnels worn away by the crashing waves of the sea – and a very romantic one at that; the movie had been wonderful, Finn had been absolutely charming, and the way they shared body warmth with one another by snuggling up together under a warm, wool blanket had made her heart flutter like seagull wings. It was there that she decided that her boyfriend had earned himself a reward, especially after being stuck at home unable to properly swim thanks to a sports injury he took to the tail fin during Underwater Casketball that left him very immobile. It had to be a good reward as well, not a sweet kiss on the cheek or lips or even one of the few make out sessions they sometimes managed to worm out of their secret meetings.

Her lack of skill still seemed more than enough to get Finn to cum at her touch while she rewarded him with a handjob and several heated kisses. It had been a handjob and nothing more, that she made sure of lest either of their parents found out about their relationship and the things that might have transpired had they gone any further. She knew her father would be particularly upset about that and would have most likely castrated her boyfriend with one of the antique swords hanging from the walls of the sunken, underwater fortress that she called home..

After that the freshwater ghoul would admit she had ventured a little further into the world of pornography out of simple curiosity, but that spark of interest had been left smoldering when she and her father had to suddenly move away from Loch Ness and everything she knew and held dear to her. Then those embers of peculiarity were all but extinguished when she received the crushing news that Finn was ending their relationship for fear of their parents discovering their secret . . . that and he didn't think he was looking for a long distance relationship, especially without any word on whether Lorna would come back or not.

Since the day she had received that world-shattering news, her thoughts had never strained towards the subject of such intimacy that an oddly high amount of monster teenagers preoccupied their time with. It was unnerving to say the least, but she had for the most part ignored it and focused simply on adjusting to the rhythm of Monster High and inserting herself into as many group photos and selfies as inhumanly possible.

"Lorna? Lorna?"

The marine monster startled slightly when she heard Spectra's rasping voice and felt her cool, achromatic fingers tapping her shoulder to try and snap her out of her thoughts. "Sorry, lass. It's just . . . ne'er heard that offer before." she replied with a slightly blush to her face.

Spectra gave her comforting smile and slight hug. "Don't worry about it. I'd be more than happy to show you how it's done."

Lorna's face turned an even deeper crimson. "But whit if he wakes up?" she whispered, a sense of eagerness in her tone as Spectra silently flew above her, twisting and rolling through the air like a dolphin through the water before settling back down on her knees on the bed on the other side of Ben. Barring the specter's aerial acrobatics, the thought of getting caught by Ben or possibly getting away with what they were about to do gave her an adrenaline rush that urged her on.

"I'm sure we can . . . _persuade_ him to join us." she giggled softly to herself before beckoning the freshwater ghoul forward with a seductively curling finger. Lorna obediently crawled up onto the bed as quietly as possible so that she was opposite of her teacher and given a full view of the lessons that would transpire.

The ghostly columnist got herself comfy on the bed and signaled for her pupil to wait and watch what she did while she swept some of her deep indigo and lavender locks out of her face. She took quick analysis of the thick member placed before and proceeded to curl her translucent fingers around her boyfriend's erection in a rolling motion meant to look crafty and seductive at the same time; Lorna noted that she pulled it off well. Her lake water cheeks flushed an algae bloom red when she realized how wet she was getting watching the specter give a few quick jerks of her wrist to pump the once limp cock back to life before giving the head and a long and heavily exaggerated lick similar to how a massive dragon might affectionately lick their owner up the entire length of their body. It was an incredible turn on and Lorna could only watch in fascination as Spectra gave a slight smirk and suddenly engulfed the sensitive tip in her lips, the tip of her tongue just barely visible as she swirled it around.

Their boyfriend's cock was hardening in response to the amount of attention it was receiving, going from as limp and meaty as a fat sausage to being like a firm and hardened rod of wood that pulsated with heat in Spectra's hand. A soft moan escaped her lips as she allowed her ectoplasmic saliva to dribble down all over Ben's stiff dick, lubing it up to her liking until it was at a satisfactory level of slipperiness.

Spectra suddenly popped the head of her boyfriend's cock out of her mouth, taking a quick breath as she brushed her hair out of her face much to Lorna's disappointment. "How come did ye stop?" she pouted slightly. The marine monster was met with a playful smile that both confused and intrigued her at the same time and she watched as the ghost promptly and unexpectedly phased down through the mattress and disappeared from sight for a few seconds, leaving Lorna alone with a naked and unconscious Ben.

With nothing to do for the time being Lorna took a look at her boyfriend just to be sure that he was still asleep. The thought of him suddenly waking up and joining in on their fun made her heart beat faster and the feeling of her now absolutely soaked panties against her lower regions was making her head reel with emotions and thoughts she never thought herself capable of. It was almost like being drunk, though Lorna wasn't sure how she knew that, especially since she never partook in the consumption of alcohol; not even Heath was _that_ stupid or desperate.

She fought back a slight giggle as she carefully laid her palm on Ben's chest, her smile broadening when she felt his strong heart beating slow and powerful. Her primal instincts – all monsters had them locked away within their subconscious and it was what drove them to do a lot of the things they did in every day life – were telling her that was a good sign of a potential mate; a strong heart meant he was fit and healthy, not to mention that he would be able to search for food underwater for long periods of time while she was brooding her young.

Lorna then began to move her hand across his pectorals, her smile broadening and her face reddening when she felt his nice, lean muscles and his firm muscles. These were the qualities that any female monster of any species looked for in a potential mate, a male who was fit and strong and would be able to fight off prospective predators and rival males that would seek to take her as their own and kill her offspring. This of course, was a lot less likely to happen nowadays since most of monster kind had reached a common level of sentience that didn't have them fighting for survival like their prehistoric ancestors.

Even so, the freshwater monster's instincts were very impressed with Ben's qualities, both physically and mentally. She decided she couldn't wait much longer, and if it wasn't her hormones encouraging her it was her primal instincts screaming in her head for her to make Ben her own before someone else did. Of course, Lorna wasn't exactly the first ghoul to be marked by their shared boyfriend and she doubted she would be the last for the time being, but instincts and raging hormones didn't care about the details.

She leaned over and positioned herself so that she was lying on Ben's upper half, gently stroking his shoulders and tracing his collarbone with the very tip of her nail. She cupped his handsome face in her hand and rubbed her thumb across his warm, smooth skin in a provocative manner, leaning in for a kiss as she did so. The marine monster breathed huskily on his skin, inhaling the warm scent of her mate-to-be while she longed to feel his lips caress her soft, sensitive skin and ravage her in ways that only the most divine beings in the cosmos could imagine. The rush of lust and emotion was almost unbearable right now as she leaned in, inching ever closer and closer to those lips that would grant her a world of contentment and pleasure beyond the mortal realm . . .

"Eager to get to the main event, are we?"

The freshwater ghoul jumped at the sound of Spectra's voice and turned with crimson cheeks to watch as the phantom rose up from the mattress in the exact spot she had occupied mere minutes before, a smug smile on her lips. The smile only deepened when she caught sight of the embarrassed and lustful expression upon her student's face when she revealed that the item she had left to retrieve was in fact her beloved and precious iCoffin, a device that had opened up doors and goals and possibilities that she never would have dreamed of being optional to her; it held a much more deeper meaning to her as well, for how could she forget the day she and her lover had first met?

Lorna could feel that familiar, pleasurable feeling rippling its way across her delicate skin when she laid her eyes on the iCoffin in clutched teasingly in Spectra's hands. The iCoffin – or more specifically the camera that usually came with the devices – was perhaps her closest friend and companion and had been for quite some time since her family had transferred to the Boonited States, always there for her, ready to pay attention to her needs, and listen to her worries and concerns over her new life in a strange, new part of the world surrounded by strange and new monsters she hadn't heard of before – it wasn't like they got a lot of harpies or yetis in Rottland.

There was nothing that she loved more than the sophisticated art of photobombing; if she could have turned it into a career, she would have done it a long time ago. The rush that she caught for every photo she secretly intruded upon, every time she managed to hide just out of most monster's line of sight in the most obvious and not so obvious of spots was beyond words for her to describe and imagine. It was like a game to her, a personal and mental game where only she knew the rules and the score she had accumulated ever since she started where the goal was to invade as many photos as possible while remaining inconspicuous and unostentatious.

The fact that the device could and most likely _would_ be used to record everything she did, every single, little, dirty detail and minute movement that she might make during their lesson sent a shiver up her spine that felt _incredible_.

Spectra seemed to sense this as she gave a Cheshire grin and turned her iCoffin on, tapping and swiping away at the screen for a few seconds before she handed the device to Lorna with the video app open and ready to record. The freshwater ghoul eagerly accepted the phone and tapped the record button, watching as the number of seconds began to tick by while Spectra brushed a lock of her pomegranate hair behind her ear and positioned herself to sit on her knees next to Ben's stiff erection. The eidolon flickered her icy blue eyes at the camera trained on her and allowed a slight smirk to cross her lips while she slowly and libidinously traced her hands up her pale, alabaster legs, following the curve of her slender figure with her fingertips until they reached her shoulders in a manner that made Lorna bite her lip in anticipation at what kind of lesson her teacher was going to pass onto her next.

She soon got her answer when Spectra unabashedly tugged at the sleeves of her blanched nightgown and pulled down the top of the sleeping garment over her breasts; the black bra that kept them pinned in place was next to follow and was quickly discarded to the floor without a second thought and the soft tinkling of the small chains that acted as straps, allowing Spectra's C-cup globes to breath to their hearts content.

The columnist of the _Gory Gazette_ gave a playful leer when she caught sight of the nearly invisible, glistening strand of drool hanging limp from Lorna's slack jaw. "Now pay attention." Spectra instructed, only receiving a barely conscious nod as a response. Her creamy breasts all but enveloped her boyfriend's large, pulsing protrusion as she gently smothered his member with her soft globes of otherworldly white; she moaned quietly – barely more than a whisper – while she tentatively kissed the head.

The friction created by her unbelievably soft cleavage as it cradled and hugged Ben's hot member was unfathomable and left Spectra feeling buzzed, like she had just ordered the biggest cup of coffee from the Coffin Bean and chugged it all down in one swig. It made her feel warm inside, a wonderful feeling worming its way out from her usually ice cold core and to the very ends of her body, traveling from her arms to her legs and across her shoulders and back and down her front where it began to pool and concentrate in her loins in a steadily soaking mess that she was fully aware of and yet . . . didn't feel like trying to stop. While her sense of smell was woefully pathetic when compared to Clawdeen's heightened senses, Spectra could still smell the husky scent coming from Lorna's sex and she hungered for it greatly; a fresh wave of her ectoplasmic saliva emphasized this as it dribbled down Ben's cozy, churned into a wet, frothy lubricant by her malleable breasts.

Lorna found herself incapable of tearing her eyes away from Spectra's handiwork, watching with complete and utter fascination like she had never felt before. She couldn't stop looking, couldn't stop staring and watching as her mentor squished and squeezed her cool, pallid bosom in a slow and steady rhythm around her lover's phallus; one could have compared it to the unusual need for people and monsters to slow down as they drove along the highway to gape and stare at a recent car crash with sick fascination. The scene unfolding before her on the compacted screen of the iCoffin drew her in and stirred emotions and feelings within her that she hadn't realized she had until tonight and . . . it felt amazing.

She attempted to keep the camera steady as she held it a shaking, trembling hand and watched as Spectra's ministrations to their boyfriend quickened their pace, the wet slurping sound made by her touch and squelching melody created by the caressing rhythm of her smothering breasts increasing in speed while she bobbed her head up and down Ben's shaft. The marine monster's eyes had drifted shut a while ago as the phantom deeply inhaled her boyfriend's scent and took in the overall concoction of fragrances and aromas created by their sexual follies. It was irresistible in words that failed to grace her lips with their presence and she felt like she could no longer contain herself. She didn't even try to restrain herself as she slipped her free hand down her shorts and began to see to her own desires and needs, inserting her quavering fingers into her hot nether lips for the wonderful stimulation that would follow; the chorus of moans and whimpers from her teacher only enticed her even further.

Spectra couldn't stop herself – not that she would have wanted to – as Ben's member grew increasingly agitated under her services, the tip steadily growing warmer and hotter with every passing second like a bomb that was about to go off. The specter faintly remembered what the thawing feeling heralded – how could she when the sticky, silk strands had ejected themselves deep into her womb and stuffed her to the brim? It was quite fortunate that they had a few wishes at their disposal or she would have certainly been with child in the coming months, a thought that wasn't entirely unwelcome but definitely not suitable at the time – and oscillated even faster to draw forth his seed. She heavily craved it by now and wouldn't be denied it much longer if she had her way . . . and she always did.

Lorna was watching it all through the camera with half-lidded eyes and burning cheeks that baked her amphibious skin like a hot flame. The smell of sex and hormones was heavy in the air and she found herself digging her fingers further and further into her nether lips while Spectra swallowed their boyfriend's cock whole, twisting her head to get a good feeling before she backed off and thrust it down all over again without any sign of stopping; in fact, she seemed to be getting quicker. The freshwater ghoul wasn't sure how she knew but she could tell that the lesson was coming to a close and that Ben was reaching his climax under Spectra's assistance; the thought of his confused expression as to why he felt so funny the next morning only made Lorna all the hornier and she let out a loud, low moan to let her teacher know it.

"Get . . . _mmmmph nggh_. . . ready . . ." Spectra managed to say with her mouth full, though Lorna hardly heard her. She simply focused on trying to keep the camera steady while she pleasured herself to the sound of her instructor's slurping and pumping of her breasts. The noise lulled slightly as the specter took a quick breath through her nose and swallowed all ten inches of Ben's length into her constrictive throat, relishing in the feeling of being so stuffed; she coughed and gagged slightly, letting the build-up of ectoplasmic saliva to dribble lose from her lips in thin, shining ropes. Spectra's pace was absolutely furious now, her tongue madly swirling around the soon-to-erupt head of her boyfriend. She swallowed hard when a loud moan managed to escape her throat just as his hard member twitched violently just as she gave a final, downward thrust of her head to encompass as much of Ben's cock in her soft lips.

Her efforts were quickly well rewarded when she felt the hot, sticky threads of semen shoot down her throat and bubble forth, causing her to cough slightly as she gave a final suck of Ben's cock to slurp up any of his salty cum that had managed to escape her greedy lips and let his member slip out with a wet _pop!_

Spectra sucked in a heavy sigh to try and regain her composure as she swished the rather large amount of semen around in her mouth. "And . . . _nngh_ . . . and thus c-concludes our lesson." she brushed a lock of her pomegranate hair aside before she curled a pasty finger and gestured for her pupil to come hither. "Now . . . time for you to earn some extra credit."

The freshwater ghoul shivered at the tone of voice Spectra was using and didn't hesitate to obey, shutting off the iCoffin and submissively crawling over to the ghost on her hands and knees until she sat herself down in front of her. Her panties were absolutely soaked right now by her vaginal juices and her skin felt like she was being slowly roasted over an open fire, she felt so hot and horny right now as Spectra looked at her with a look of authority that simply turned her on even more. Lorna didn't argue or question her mentor's motives when she curled a translucent finger under her chin and seemed to study her for a calculative second as if contemplating what to do with her before finally making a decision. Wordlessly, Spectra drew herself up to her full height on her knees and pulled Lorna up with her until she was but a few inches beneath as if to remind her of her place in the harem.

The marine monster quivered when Spectra's fingers traced themselves over her cheek and neck, lightly massaging her collarbone and shoulders until they returned to her chin to hold her place. By now Lorna was but putty in Spectra's hands as the ethereal ghoul leaned down and tentatively placed a tender kiss upon her cheek just out of reach of her longing lips; the affectionate touch stun like freezing ice against her exothermic skin in a way that sent ripples of contentment through Lorna in ways that failed description. A soft, pleading whimper followed after as she begged for more attention and was swiftly granted it when Spectra pressed her lips to her own and held them there for the longest time, her alabaster arms encircling around her shoulders to hold her close while they journeyed farther and father down the back, leaving cool and icy swaths of pleasure in their wake.

Lorna was breathing heavily now as she tightly gripped Spectra's shoulders and allowed herself to be explored and touched without question, the revenant's lips like liquid nitrogen against her own. She could feel her teacher's tongue teasingly poking and prodding at her own lips, just barely forcing their way past before darting back out again as if it were determined to torture her for as long as possible. Finally however, Spectra seemed to decide she had suffered enough and ruthlessly thrust her oral muscle forward like a striking viper, violently forcing itself past her lips; among the sudden sensations of pleasance that immediately followed by a burst of salty, bitter flavor that tasted oddly delectable. Lorna wanted more of it as the first few samples were swallowed and forgotten about in her search for more of Ben's cum, her tongue daring to wrestle and tangle itself with Spectra until she had managed to slip past the ghost's defenses and make it to the promised land.

A sharp pinch to the mounds of her ass brought a brief pause to her assault of Spectra's territory and a counterattack that heavily squeezed and teased her brought her encroachment to an abrupt stop. Lorna simply sat there on her knees obediently, coming to realize that out of the two of them that the specter liked to be the dominant one in their current position and that she held a lower ranking in the harem hierarchy; upon the suggestion from Jane Boolittle in order to keep structure within their large 'family' as they had begun to call it, Ben had hand-picked Frankie Stein to be his co-Alpha with the other ghouls all taking more submissive positions beneath them. While treatment was all fair and no ghoul got any special privileges over the other, this meant that any and all decisions concerning the harem as a whole had to be run past Ben and Frankie first in order to prevent pure chaos from erupting from the shenanigans the nearly twenty ghouls and an alien shape-shifter usually got themselves into.

While there had never been specification on what the rankings of the hierarchy went by, Lorna suspected it had something to do with how long each ghoul had been with Ben or a part of the harem, which would explain why ghouls like her, Avea, and Twyla seemed to be placed near the bottom in contrast to Frankie, Venus, or Spectra – the last of three seemed to hold an immense amount of power that she wasn't afraid to show off should the situation arise. The only issue with the freshwater ghoul's hypothesis was that Clawdeen had been elected as Beta – second in command – of the harem by Frankie herself and the werewolf hadn't spent nearly as much time with their shared boyfriend as the young simulacrum had.

Her thoughts were stolen from her when she felt Spectra rise up but a few inches from her and press her alluring, achromatic figure against her own slightly less appealing frame. The revenant's shining, silvery orbs dwarfed her own azure rack by a couple of sizes at the most and smothered her chest in a chilling yet oddly comfortable blanket that made the marine monster tremble in anticipation when she felt the alabaster fingers that had claimed her ass as their territory start to move in slow, massaging circles that eased away any remaining tensions. Slowly Lorna began to withdraw from Spectra, her oral appendage retreating back with its fleeing army as she simply leaned into her adviser's frame and enjoy the attention she was receiving.

She continued to allow herself to be examined and probed without question, low hums and moans that twisted themselves into an eerily relaxing tune that thrummed from her chest. Her prehistoric ancestors had once spun beautiful and intricate songs of tales long forgotten back when they were making daily trips back and forth between the safety of the loch and the bounty that land offered that the chilling, inky black waters of her home couldn't offer. Nowadays though, these tunes that her ancestors had sung for hours on end like the haunting calls of the whales in the depths of the sea were nearly all but forgotten save for the primal, instinctual urges that rose when all logic and common sense was thrown out the window.

Spectra's touch was like soft silk against her beryl skin had a brought a sense of comfort that not even Ben's warm and calloused hands could offer. She unconsciously leaned further into the ghost's embrace, drawing a deep sigh of content when she felt the hardened teats of their breasts rub together for the briefest of seconds; this didn't go unnoticed by Spectra.

"Start recording," she whispered huskily in her ear, taunting the small cavity with her tongue. "I want to see myself ravage you . . ."

Lorna deftly nodded as she reached around behind her without getting up, not wanting to get up from the gratified position of her hot body against Spectra's cooling skin. Her features screwed up into one of confusion as she patted around for the iCoffin she had cast aside mere seconds ago, curious as to why the device now eluded her grasp. A sharp noise that sounded suspiciously like someone clearing their throat made her blood run cold and if the way Spectra's grip tensed up in the spot where her strong, reptilian tail emerged from between her soft butt cheeks was any indication, the source of the sound was to be approached with caution.

Much to her fear and arousal, Ben's voice broke the silence. "Looking for this?" he asked almost playfully with his tone lightly laced with irritation and exhaustion.

The marine monster turned to see her boyfriend now sitting up with his hands resting on his knees in an almost lazy fashion - how he had managed to draw himself into such a position baffled Lorna until she came to the conclusion that she and Spectra had simply been too engrossed with one another to notice Ben's subtle movements while he watched them – with her teacher's prized iCoffin clutched loosely in his fingers, ready to tense up and hold on like a vice should they make an attempt to steal it back.

"Is this a dream?" Ben raised an eyebrow, drawing attention to the bags under his eyes that had been disturbed by the two ghoul's gambol.

Spectra smiled sweetly. "Of course this is a dream, Ben. Why would it be?" she purred.

"Because if this _was_ a dream there would smoothies," Ben grumbled tiredly while fighting back a yawn. "And Vandalla would be here, too." The phantom pirate had taken a week's leave to take her grand galleon, _The Salty Spectre_ , out on a voyage into the raging seas of the Scaribbean, braving terrifying sea monsters, unprecedented storms, and even the Bermuda Triangle all in a quest to find the pirate that had apparently taken her life many centuries prior and get her revenge on none other than the infamous Black Beard. For centuries she had been unable to touch him due to the confining boundaries of the Ghost World – the fact that the traitorous captain was also still alive also did not factor in her favor – up until the infiltration from Monster High and the consequential rearranging of the cosmos by her boyfriend. Now she was going after him with a vengeance unlike anything Ben had seen before and there didn't seem to be anything that would stand in her way of finally getting revenge for what happened all those years ago.

"Sorry." Lorna apologized as her face took on a cardinal hue of embarrassment. "We didnae wantae wake ye."

Ben sighed tiredly and pinched his brow, though whether it was exhaustion or exasperation neither of the two ghouls could tell. "I'm gonna guess this can't wait until morning?" he guessed.

"I highly doubt that." Spectra purred in an alluring manner, shifting herself up a little taller while teasingly tracing her fingers up Lorna's fluid figure. A soft moan from the aquatic monster was a reward for her efforts.

"And I'm gonna guess that you two aren't going to let me get back to sleep any time soon?" Ben guessed once more.

"Probably." was the response from Spectra while she played with a lock of her indigo hair and pressed her body close to Lorna's so that their breasts were loosely pushed together.

Ben mumbled something about ghouls and their libidos under his breath as he ran his fingers through his hair in thought. He had to admit, he was well turned on at the sight of two scantily clad, hormonally disturbed ghouls making out in front of him without any sign of stopping, nearly any guy in their right mind would be. He was just among the lucky few that could take advantage of it – depending on how one looked at things – and not get a slap upside the head and a kick to the family jewels as a response. Glancing at the clock told him that it was well into the next morning, roughly five or six hours before his alarm would ring to wake him up for the rest of his day – there was no way he would fall asleep anytime soon with the massive boner he was getting between his legs at the sight of his two beautiful ghouls putting on a show for him.

With a reluctant sigh, the wielder of the Omnitrix surrendered. "Alright, alright. I'll play your little game."

Spectra's movements were as fluid as a manta ray gliding through the water when she levitated off the bed and swooped over to him with that unnatural and otherworldly grace she seemed to pull off with little effort. Those poisonous purple lips found their way to Ben's cheek and then down his neck and collarbone, peppering him with sweet kisses that danced between small nips to his skin and the tedious prodding of her tongue to his mild wounds. Soon though, even that wasn't enough to satisfy Spectra's lust and she found her back up to the devices that made her melt like ectoplasm in her boyfriend's arms.

This, Lorna observed, was the only time her mentor would allow herself to be dominated by anyone else. The hierarchy of the harem was somewhat muddled with no clear tier – other than Alpha and Beta – and each ghoul claiming to hold dominion over one another when in reality they hadn't the foggiest idea and each silently assumed that they were above everyone else. The only one who could tell any of them to back off or stand down was Ben himself and it was only because they allowed him to that he was able to command any of them with little hesitance.

She watched as Spectra's arms slipped around Ben's neck and pulled herself closer to him, her breasts pressing firmly against his chest and her body hugging his own while she kissed him so deeply. Lorna simply couldn't fathom how her boyfriend was capable of making each and every last one of them like putty in his hand the moment those strong arms were around them in assurance and those lips were so passionately pressed to their own. She had heard of such things as a universal blood type and kindred souls, but this was almost unheard of to have someone – even someone as extraordinary as Ben – so adaptive to the fetishes and desires of so many diverse ghouls.

The marine monster found her loins becoming all the wetter when Ben snaked an arm around Spectra's lithe figure to rest a hand on her rear, his fingers massaging and kneading her translucent 'skin' to the rhythm of her lustful moans. She watched with longing as Spectra began to grind her body against Ben's lean muscles, her panting and groaning hot and long the more she moved against his person; the sharp mewling didn't start until he grabbed hold of her right breast and gave it a strong squeeze, pinching, and rubbing the nipple between two of his fingers in the process.

"Now where do I fit in this puzzle?" Lorna mumbled to herself, feeling left out. She watched with rapt attention when one of her teacher's hands slipped free of her boyfriend's neck and traveled down his front, tracing his sternum with her nail and making its way down his abdominal muscles until her hand arrived at his groin. Lorna blushed and crawled towards the ghost's hand as her fingers curled around Ben's meaty cock and gave it a few tugs to breath some life into it.

" _Mmmmph . . ._ aaaaah . . . j-just remember . . . haaaah . . . what I t-taught you . . . _mmmmaaah_ . . ." Spectra moaned between kisses that sent cold shivers of pleasure up her spine while Ben's hands worked their magic on her.

Lorna nodded and took a tight grip of her boyfriend's thick rod in her hand, trembling at the thought of such a rock hard buried deep inside of her. With lustful intent she proceeded to give his cock a taunting lick up its full length, savoring the flavor she had become familiar with but a quarter of an hour earlier; the familiar salty taste of Ben's semen tasted like the thick brine of the sea to her that reminded her of the crashing tides she had to face in order to visit her ex-boyfriend after sneaking out after curfew.

 _Oh, Finn. If ye only knew whit ye let gang. Looks lik' this'll be yer own fishermen's stoory o' th' one that git away,_ she thought cheekily to herself. With the image of the look her ex-lover might be wearing if he were to know of her new habits, she eagerly licked her lips and quickly swallowed the sensitive tip with her mouth, a muffled moan crawling from the back of her throat like a cautious crab from its burrow at the feeling of someone so big and hard inside her. The last cock she had seen – her ex-boyfriend's, of course – had been impressive for a first time, but this was beyond anything she could have ever hoped for. Ben was at least twice as thick as Finn and certainly twice as long when full erect a nice, comfortable cock that wasn't too big to deal with but not underwhelming at the same time; a perfect fit.

" _Oooooooh,_ " Ben groaned at the feel of Lorna's tongue curiously prodding the tip of his cock with her tongue. " _Ohhhhhh, man . . ._ "

The freshwater ghoul felt herself inwardly smiling at the sound of her boyfriend's pleasured moans – her mouth was currently occupied at the moment – and mentally thanked Spectra for her lessons. With a wet _pop!_ the head of Ben's penis was let free of its captor, only to be swiftly engulfed in her lips once more, making Ben hiss at the sensation. She repeated this several times over, roughly swirling her tongue around the sensitive tip to drive him crazy with the pleasing feeling only to be denied its continuity every time she popped it free from her mouth and kept his cock just barely alive with a few well timed strokes; Lorna was torturing him now and he had a suspicion that Spectra might have taught her a few more things than she had intended..

The ghost smiled as she watched her student's progress out of the corner of her eye. "She's a fast learner, isn't she?" she smiled sensually when she allowed a small break to catch his breath from their intense make out; being a spirit of the dead, she had no need for oxygen.

"She . . . _ahhhhhh, geez . . ._ learned from the best." Ben hissed at Lorna's ministrations.

Spectra giggled teasingly. " _Awww,_ you really think so?"

Ben gritted his teeth, his breath coming out in a loud hiss as Lorna suddenly his full length into her mouth and down her throat, gagging at its length and thickness after attempting such a foolish stunt for the first time. "I know so . . ." he growled. "You know . . . _hah_ . . . what else I know?"

"What?"

His hands moved like a pair of vipers and were suddenly clutching her shoulders in a vice-like grip that pulled her closer to him. Before she could even stop him – not that she would have once she realized with wondrous clarity what he was doing to her – Ben had latched onto her silvery orbs, soft and plush breasts that had to be D-cups at their minimum, and began to graciously suck off one of her hardened nipples. A bright pink blush crept its way cautiously across her cheeks as she gave a sultry moan at such treatment that fluidly melted into a restrained hiss through bitten lip and clenched teeth that rolled and wavered with every movement of Ben's sharp tongue.

Spectra panted when she felt his strong fingers take hold of her right breast and give her rough, passionate squeeze. "Y-Y-You . . . _ooooooh, ahh . . ._ still h . . . _haaaaaah_ . . . h-haven't answered m-my . . . question . . . _awwwwww!_ " she crooned.

A devilish smile oozed across her boyfriend's features as he looked up at her with a complacent smile, his teeth suddenly and roughly clamping down on the teat of her breast and earning himself another lustful moan as a reward. "You _love_ being teased." was his answer while he playfully tugged on her nipple with his teeth.

Spectra could do nothing else but agree with him, giving nothing more than a breathless nod of her head to indicate she had heard him. She whimpered when she felt Ben give one more clench of his jaw and finally release her sensitive, saliva-dribbled breast from his marvelous mouth, only to feel her breath hitch at the sudden gust of breath he blew on her sensitive bosom, sending a shiver of electrifying feeling up her spine. It was then back to pleasuring her sweet cleavage for Ben, this time attending to her almost neglected left breast while he switched to molesting the right. He hungrily gnawed at her ivory flesh, his able hands simultaneously gliding over her sensitive, silvery skin and hungrily attacking her right breast with pleasure only vaguely familiar to the ghost.

Lorna couldn't help but inwardly chuckle at our her mentor melted like hot ectoplasm in their boyfriend's hands, her mental smile deepening when the image of her ex-boyfriend's shocked expression flashed back inside her mind. Oh, how frightfully delicious it would be to show him just what he was missing out on, to show him that she didn't need him anymore, to show him what he could have been rewarded with had he not chickened out at the last second like a coward; she envied Lagoona Blue and Gil Webbington's relationship, how despite their clashing personalities – the sea monster being the brash and outspoken of the two while Gil behaved as the voice of reason in a quite caitiff manner – they were able to see past their differences, both physically and mentally.

A sudden realization came to her and an devious smile crept across her lips when an evil thought crossed her mind. She flickered her eyes about on the landscape of bed sheets and blankets and quickly located Spectra's now long forgotten iCoffin discarded next to her thigh; the specter was too busy pressing Ben into her chest to satisfy her endless need for contentment to notice her webbed hand sneaking it back towards her.

A few quick movements of her fingers was all that needed to turn the device on, set it to the settings that she required, and get the action rolling once more. With the camera capturing every last one of her movements she gave a deep, lustful moan as she went down on Ben's stiff cock once more, taking great care in bringing the camera up close to her face so that every last detail of her movement and administration was caught. She eagerly bobbed her head up and down the length of her boyfriend's dick with slack jaw, going so far as to deep throat him as best as she could while making sure that she purposely gagged on his hot member to emphasis her point: Lorna belonged to Ben now and there was nothing her ex-boyfriend could do about it.

She might as well have been flipping him the bird, which Lorna was perfectly fine with.

Had both her hands been free her gestures would have been a lot more rude.

" _Nnnnnggggh . . . gah!_ " Ben hissed into Spectra's cleavage, drawing a soft mewl of both pleasure and disappointment when he suddenly shoved himself away from her. This quickly turned into amusement when she saw that Lorna had not only gotten a hold of her iCoffin and was currently putting on a show for the camera and realized that Ben was getting close to release. She could sense that her student was feeling it to, the way their boyfriend's cock twitched more violently and urgently against her hungry lips and tongue.

"Something wrong, Ben?" Spectra cooed mischievously.

"I . . . _ahhhhaaa_ . . . I th-think I'm gonna . . . _cum!_ " was all Ben could say as he instinctively bucked his hips, a movement that Lorna was expecting and suddenly gagged on. Before she could attempt to readjust she felt the head of his hard member twitch and shoot a load a of hot, sticky threads all over the inside of her cavity and down her throat, catching her by surprise for a few seconds as the stream continue to come in stronger force before finally dying down. Taking a couple seconds to catch her breath, Lorna then handed the iCoffin to Spectra and slowly, carefully popped her lover's stiff rod out of her mouth, taking note that it was still rock hard.

Spectra bit her lip and felt her alabaster cheeks take a familiar, pink hue as she focused the camera on her student and watched as she sat back on her knees and cupped her hands together before tilting her head down and letting a small torrent of sticky, cream-colored fluid drizzle out in thick, silken strands all over her fingers and palms. Lorna let the dwindling stream of semen pool into her collected palms before she dipped her tongue into the small reservoir and gave a long, slow, meticulous sample that she gave a deep hum of pleasure at the taste; with great restraint she then brought her hands up to her lips and tilted her head back as she began to drink, steadily lapping at the sticky cum and swallowing every last drop until it was all gone, taking the great care and time to lick her fingers and lips so that the camera didn't miss a single thing.

The shocked expression on Ben's face was worth it all, especially when she how hard he had gotten just by watching her. If it was his intent to just have one round and call it a night, he had another thing coming especially since his thick rod had other plans. Now that she had gotten a better sample of his taste – a sharp, salty flavor that reminded her heavily of the crashing tides – she was feeling hotter than ever and was eager to take things to another level.

"Ye taste bonny good," she giggled playfully with a scarlet tinge to her face. "But a'm duin for th' main course."

With a teasing smile the freshwater ghoul fell onto her hands and knees and crawled around in a tight circle, taking extra special care to make sure that the sharp fins of her reptilian-like tail just barely touched Ben's chin in the process until she had her back turned to him . . . among other things. She shook her hips in a pleasing manner, biting her lip lustfully as she spread her cheeks apart and let a single finger slip into her wet slit, her blush deepening even further when she realized how saturated she had become during the past few minutes; she hoped Spectra was taking great care in making sure she got _everything_ on film. She didn't want Finn to miss _anything._

"You sure about this, Lorna?" Ben swallowed dryly, his eyes wide and his jaw slack as he hurried to scramble to his knees.

The marine monster nodded with a stifled, haunting moan from the back of her throat. "Oh, _yes_. I've been waitin' for this for a long time now . . ."

Spectra couldn't help but snicker at the look on Ben's face, a cruel and evil smile that said Lorna was going to get so much more than she bargained for. She watched as he grabbed the marine monster by the hips and suddenly, unexpectedly flipped her over onto her back with such speed, strength, and force she hadn't even seen it coming until Ben had her pinned to the bed by her wrists with his lean, powerful body hovering over her lovely figure, ready to take her whenever she gave the word.

"Ready?" he asked.

Lorna nodded."Tak' me lang n' tak' me solid." she growled longingly.

"I'll take that as a challenge . . . this might hurt a bit . . ."

The freshwater ghoul gave a restrained moan when she felt his strong member tentatively prod the entrance of her womanhood. She expected to feel him slide inside her, to feel his firm rod penetrate her so deeply and take her virginity and make her a woman right on camera for her ex-boyfriend to stare at and realize just how foolish he had been in letting her go . . . but it never came. Instead came the wonderful sensation of Ben's lips upon her perky breasts, her bosom a set of B-cups at their minimum. An unfamiliar, awkward feeling overwhelmed her when his tongue dipped between her breasts, relishing in the flavors that he found there; Lorna tasted faintly of seaweed and what he guessed to be the haggis that she loved so much, with a pinch of sea salt for taste. He was granted a loud, keening moan as a response when he attended to her bouncing, seafoam orbs, swirling his tongue around her erogenous nipples and blew a short puff upon them to elicit a breathless gasp.

Lorna's body was tense now as she clenched her webbed fingers and gripped the bed sheets in pure, agonizing bliss. A multitude of different pleasures and sensations were overwhelming her body right now, the gentle caress of the blankets and covers against her slick, sweat-laden skin, the mocking pokes and prods of Ben's warm cock at her sodden slit, the insidious rolling of his tongue when he gave a low, and slow lick up the length of her body from her ticklish naval all the way up between her breasts and to her lips where he planted a tender kiss upon her. That was about all she could take when, overcome by lustful feeling and hormonal need, her legs swiftly wrapped around his hips and pulled Ben down right on top of her.

Spectra nearly dropped her iCoffin as her hand flew to her mouth to hold back a gasp of shock, taking in the scene that had just played out before her. Ben had caught himself at the last second and held himself but a few inches above Lorna's trembling form with her arms tightly thrown around him and her quivering legs locked around his hips. His hot member had been unexpectedly shoved deep inside of her, shredding her hymen to bits and causing an immense amount of pain if the way she was shaking was anything to go by; the ghost noticed that the freshwater ghoul had sunk her cookie-cutter teeth deep into the skin of Ben's shoulder in order to silence the scream that wanted to erupt forth from the back of her throat, drawing a few beads of blood in the process. Both Ben and Lorna were breathing heavily, neither one wanting to move for fear of causing the other anymore pain than was necessary.

It was finally Ben that broke the silence. "Lorna . . . are y-you alright?"

The marine monster sniffed as a response and fell limp back against the bed, her entire form trembling as gave a soft whimper, attempting to fight back against the tears that began to stream from her eyes and failing. She knew from her basic Biteology lessons that first time sex would be momentarily painful when the male's genitals broke her virginal membrane, but this was beyond anything she could have ever imagined with Ben's size and thickness embedded all the way into her, all ten inches buried deep inside of her. It felt like he was inside her stomach, maybe even all the way into her brain despite how impossible that would have been; the pain was nearly unbearable.

She was then dimly aware of Ben's lips upon her once more, this time peppering her tear-stained cheeks and face with sweet kisses to comfort her, to let her know that he was there for her. She sniffed and let a small whimper escape her lips when he briefly kissed her jawline and neck, gently sucking on a small patch of skin that he had pinned between his teeth; a love mark was left in its place when he transferred back to consoling her.

" _Ssssshh_ . . . I'm here, I'm here . . ." he whispered calmly to her.

Lorna whimpered, reaffirming her grip as she clung tightly to him for support and comfort. "P-Please . . . m-m-make it f-fast . . ." she pleaded.

Ben's eyes widened with shock. "Lorna, I'm not-"

" _Please . . ._ "

"No, you're-"

Any attempt to argue against the marine monster's hormonal state was immediately silenced by the sudden closing of the gap between their lips, a sudden wave of euphoria and relief washing over and greatly easing the pain that was slowly starting to ebb away from her nether regions. Lorna mewled and whimpered between passionate kisses once Ben came to the conclusion that she was starting to feel better and was growing more accustomed to the new, strange feelings of pleasure that racked her body; Spectra felt herself smiling as she got herself comfortable on the bed and continued filming, not sure whether her boyfriend had noticed them capturing the moment or if he even cared right now. He seemed pretty preoccupied as it was right now.

Ben gave a deep inhale of breath between sweet, longing kisses and Lorna felt him pull his hips back, slowly sliding out of her to create both a pleasurable and distressing sensation from her aching pussy lips. Without warning he was then plowing himself back into her, earning a muffled yelp of surprise from his lover that faded into a low, pleasing moan of contentment. The freshwater ghoul continued to growl and groan into Ben's lips as his rhythm increased once he was sure that she was over the sudden pain that came with removing her virginity from her, his own grunts and groans intermingling with Lorna's into a complicated chorus of sexual intimacy.

Eventually however, the two of them had to break away from one another to take a breath. "H-How you feelin'?" Ben asked, groaning at the way his ghoulfriend's walls were tightly clamping around his cock.

Lorna moaned sensually at the innervation of her boyfriend's searing hot member buried deep inside of her, sending a slow, creeping wave of warmth through her exothermic body. Being of a cold-blooded nature she often had to soak in the bathtub filled to the brim with the hottest water the faucet and pipes would allow during the winter months when she, like Venus, became more sluggish and sleepy in response to the cooler temperatures; being from Loch Ness, which tended to be more nippy than your average lake, she was more tolerant of the winter months than the plant-monster ghoul, but that didn't mean she wasn't susceptible to changes in heat. And right now, the feeling of Ben's scorching hot cock deep inside of her made her feel _so_ wonderful.

" _Like' ye wouldn't hawp . . ._ " she crooned warmly, a smile of contentment crossing her lips. "Yer _so_ muckle better than my ex-boyfriend ever could've bin . . .

"I should hope so," Ben grunted as he suddenly pushed his way back into her, making the freshwater ghoul moan with pleasure. "Because as of right now, I'm as much as yours as you're as much as mine."

"I . . . _nnngggh_ . . . I-I w-wouldn't . . . _aaaaha_ . . . have it any other w-way . . . _b-bugger, ahhhhhhh!_ " Lorna keened in response to how roughly he was pounding her pussy now, moaning when her inner walls hugged and suffocated his hot member and seemed to suck it even deeper inside of her to the point she could have sworn he was steadily worming his way into her womb. She couldn't believe how amazing it felt, to have something so stiff and so warm like a hot, lead pipe buried deep inside, it was beyond anything she could have ever dreamed of feeling before. She hoped to Ra that her ex-boyfriend would pay close attention to what Ben was doing to her, what Ben was turning her into, and seeing how pathetic and stupid he was to dump her over something as silly as a family feud.

The thoughts of the manster that had once been her boyfriend were all but forgotten when she felt an unfamiliar feeling building up in her nether regions, the pent up esthesis growing more and more unbearable with every slap of Ben's balls against her soft ass cheeks. She could feel Ben instinctively increase his pace in response to the way her moistened, inner walls were smothering his cock, squeezing tighter and tighter until it felt like her body was actually trying to compress into a fleshy noodle. Lorna felt her features screw up into one of unusual pleasure as Ben slammed his hips into her, driving his stiff member further and further inside her and arousing all types of various sensations within her that she had no words or description for.

The marine monster moaned as she bit her bottom lip. " _Ahhhhhgh . . ._ B-Ben, I . . . I-I . . . _nnnnghhhh . . ._ I'm gonna . . . I th-think I-I-I'm gonna _cum!_ " she screamed as Ben gave one final thrust into her trembling pussy and sent her to a whole new level of euphoria. Her breathing had doubled tenfold, coming out in short, shaky breaths as she rode out her first orgasm, an intense wave of pleasure and contentment she had never known before in her entire life. Her nails buried themselves into Ben's shoulder, making him hiss at the sharp spike of pain, her tail curled tightly around his ankle, and her eyes rolled into the back of her head when she felt her vaginal juices splatter all over her lover's stiff erection; her cries of raw feeling eventually descended into rasping gasps for breath until eventually she was meant with pure bliss and a warm, tired smile crept its way across her lips.

" _Holy jobby . . ._ " Lorna panted. "Th-That was . . . I . . . I c-can't even . . . _haaaah_ . . . y-you . . . I . . . y-yer ferr th-the stud, aren't y-ye . . ?"

Ben grinned. "So I've been told." he chuckled as he bent down to peck his ghoulfriend on the cheek. The freshwater ghoul did him one better and cupped his head in her webbed heads, guiding him towards her lips where she passionately kissed him with endearment. The two of them stayed like that for some time – more than enough time for Spectra to zoom in with her iCoffin and capture a spectacular forty-seven seconds of the two of them wrapped in a loving embrace – before finally parting, a mask of dreamy expression upon Lorna's face.

" _I love you, Ben._ " she purred.

" _I love you, too, Lorna._ " he promised her, giving her a final kiss before he drew himself back up and began to work his way out of his ghoulfriend. The marine monster hummed and crooned at the feeling of his rock hard member slowly sliding out of her spent, saturated slit and gave a slight mewl when his erection finally popped free with a small spray of juices.

Lorna took her time to rest from her sudden experience, her fluked tail occasionally flickering with movement. "Sorry about those lil' marks o' mine," she apologized with a sleepy tone as she tentatively drew herself up into a lounging position while running her fingers through her sweaty, red locks. "I've jus' never felt anythin' so _good_ in me life."

Ben waved it off with a shrug. "Eh, don't worry about it. Believe me, you aren't the first and probably won't be the last to leave their claim on me." he told her. When he was met with a look of confusion from Lorna and a manifestation of mirth upon Spectra's pale features once she stopped recording, he turned around so that his back was towards the freshwater ghoul, giving her full view of several markings and faint scars upon his skin that bore resemblance to various teeth and nails among multiple, faded bruises that pockmarked his body.

"What happen'd to you?" Lorna gazed in awe.

Her boyfriend hummed in thought as he tried to recollect the origin of each mark as best as possible. "Let me see . . . this one's from Clawdeen," he pointed to a set of faded dents on his neck that looked like they were from sharp fangs. "This one's from Venus . . . that one's from Twyla . . . these are from Whisp and Gigi . . . over here we have Lilith . . . Jinafire . . . Clawdeen again . . . Venus again . . . Clawdeen _again_ . . . Clawdeen, Clawdeen, _Clawdeen_ . . . _note to self, talk to Clawdeen about biting me less_ . . . Lilith again . . . Vandala, _aaaaaaaand_ these are all from Avea during that one little . . . _episode_ . . ." he finished off by gesturing to the large, faded bruises.

Spectra snickered from her spot on the bed. "We've put you through quite a lot, haven't we?"

"You don't know the half of it."

The playfully scoffed at her boyfriend's comment and lazily tossed her iCoffin in Lorna's direction where it landed with a soft _thump!_ on the tangle of blankets by the freshwater ghoul's thigh while she was still catching her breath. "You know you love it," she teased with a slight, sensual lick of her lips. "Speaking of which, I believe it's my turn to make the headlines for once?"

Ben gestured towards his still rock hard erection with a smirk. "Be my guest, babe."

Spectra was more than happy to oblige – she had become even further aroused when she saw the progress her student had made in such little time and how well rewarded she had been for her efforts – and crawled across the towards her boyfriend, sliding slowly and proactively down onto her smooth belly to press her plush, silver orbs deep into the sheets while she looked up at Ben with a look that could be compared to a serpentine temptress; while Spectra was perhaps the farthest thing from anything reptilian, the look in her eye was more than enough to make Ben almost completely numb all over. She took this opportunity to _very_ slowly lick the full length of his strong member, making she took her time when she got to the sensitive head and experimentally jabbed the very tip of her tongue into the slit found there. She was greeted with a sudden hiss like that of an agitated rattlesnake and, since her boyfriend hadn't yet told her not to further investigate, she decided to continue experimenting to see just what set her man off like a wild beast in heat.

The columnist specter moaned at the taste of Ben's cock when she erotically slid his thick member past her soft, pomegranate lips and gently sucked on the tip while playfully jabbing the sensitive slit of its head all the while; Ben groaned and rose and fell between pitches at her technique. Spectra could taste Lorna's juices coating her boyfriend's erection in a thin sheet and savored the taste of her pupil as much as her lover. Together they created an interesting flavor that she found she couldn't describe, not that she had the attention to even attempt doing so. With nearly nine of her boyfriend's ten inches buried in her throat she inhaled a deep breath and wordlessly shoved the rest in with a slight gagging sound that made Ben jolt in unison at the feel of his dick getting deep throated by his ghoulfriend.

" _Oooooooohh, man,_ " Ben hissed through his teeth. "Wh-Why didn't you do this the f-first time?"

Spectra took a moment to spit out his hot member, her mouth hanging open and her tongue almost comically hanging from her lips as she gasped for breath like a fish out of water. "Because . . . I-I was just as inexperienced as you were. I swear, it was like everything went by too quickly and lacked plot all together." she mumbled.

"Well, at least we're making up for it now, right?"

The ghostly writer nodded and smirked turning around to glance at Lorna, or more specifically her iCoffin clutched tightly in the freshwater ghoul's hand. "Make sure you get my good side," she purred sexily while she licked her lips. "I want this to be front page material."

"Aye, can do!" Lorna grinned eagerly, the record button already pressed and the device already rolling. The marine monster couldn't stop grinning from ear to ear at the thought of her ex-boyfriend not only watching her getting pleased by the man of nightmares in ways he couldn't have ever even fathomed, but watching _two_ ghouls get pleasured by the same man that had swept her off her feet when she was at her lowest. She almost didn't care what would happen after that – she supposed that Finn might have contacted her father, but then he would have to explain their whole previous relationship to him and that just might get him in just as much trouble as she would if her father ever learned that she was no longer a virgin and not even married.

Not that she cared though. If there was one man that she was more than fine of taking away her virginity, it was Ben. With that and an image of her ex-boyfriend's jaw dropping to the seafloor when he saw everything in her head to amuse her for the rest of the night, Lorna turned the attention of the camera back onto Spectra and zoomed in as the phantom slid back down on her belly and ducked her head back down on Ben's member, easily deep throating it once more.

Spectra gave a soft slurp as she coated her boyfriend's hot member in her ectoplasmic saliva for extra lubrication and went back to sucking him off, a pink blush crossing her alabaster features when Ben suddenly grabbed hold of her scalp in his hands and dug his fingers deep into her mauve hair, thrusting her face down low against his stiff shaft. The columnist felt her blush deepen when she realized she was starting to become wet under the low undertones of Ben's moaning, a sound that was only intensified when she took her hand and began to teasingly caress his balls. All Ben could think of as her silvery hands massaged his testicle region and made him involuntarily buck his hips in response was how soft his ghoulfriend's hands were; it felt absolutely incredible.

With a grunt, he suddenly sat up and pulled Spectra off of him much to her surprise and disappointment. "Something wrong?" she asked.

"Nope," Ben shook his head with a cunning grin on his face that made the phantom journalist tingle all over. "I just want to return the favor."

Before she could ask what he met by that his hands had lashed out like a pair of lightning fast whips and grabbed hold of her ankles, expertly flipping her over onto her back in a single movement much to Spectra's surprise. She would have immediately berated him for startling like that, only to be suddenly cut off by a strange, new sense of euphoria that bubbled and boiled at her core like a warm cauldron over a fire. The specter hummed in appreciation and a look of pure bliss crossed her pale features as Ben shifted himself up onto his knees and rested Spectra's ankles over his shoulders, allowing him to bury his face as deep into her folds as possible.

Ben's firm hands were tightly latched onto that perfect rear of hers, his tongue already starting to make work of Spectra's tender, pink lips. He was working in slow, proactive circles around her wet slit while lapping up her sweet juices that tasted just like the Angel Food cake that she loved so much – she claimed it was because it was light and full of sweetness, just like her and he had no reason argue with her on the subject. He gave her saturated lips a long, agonizing lick with his tongue that made her whimper and croon at his touch until they dissolved into meaningless moans when he had abruptly penetrated her without warning. Her boyfriend's tongue was now inside of her entrance, wriggling and working its way around her pink texture in ways that made her cry out in surprise at every twist and turn he dumped on her with his skill; where he had even managed to learn this was beyond her and at that particular moment, Spectra could have cared less.

She was panting and her fingers curled into ecstasy when she felt Ben latch onto her clit and gave it a strong sucking feeling with his lips that was only briefly interrupted by the arrival of his tongue. The rosette blush she had acquired earlier had further evolved into a deep scarlet that was tinged a deep magenta upon her pale skin and her legs wrapped themselves around her boyfriend's head when he struck a particularly sensitive spot she never even knew she had; her cute, little toes were curled in contentment at the way Ben's tongue darted in and out of her nether lips, lapping up her sweet juices and making her moan and keen all the while.

Spectra suddenly remembered that she was being filmed when her eyes rolled into the back of her head upon having that sweet spot tended to once more and briefly caught sight of Lorna watching her dissolve into a puddle of lustful mush with a bright flare to her cheeks and fresh moisture to her loins. The sight suddenly made her feel so much hornier at the thought of a complete stranger – and a stranger that was linked to one of her fellow harem ghouls, no less – watching her behave like this under the influence of a single boy, no, a single _man_ that pleasured her in ways he could only hope to ever accomplish; the thought made her all the wetter.

" _Nnnnngh . . . awwwahhhh . . . mmmmmaaaaaaawwwwwwwwaaaahhhh!_ " Spectra seemed to cry out in anguish as she finally came to a climax and was granted sweet release. Her vaginal juices splattered all over her inner thighs while she heaved and panted for breath as Ben quickly and carefully began to clean her up, lapping up her juices without hesitation until she was clean once more.

"So, beautiful," Ben purred as he set Spectra back down on the bed and sat back on his haunches with a smug smirk on his face. "How was that?"

The phantom journalist panted and sucked in several deep breaths as she tried to describe what she was feeling. "It . . . i-it was fangtastic . . ." she gave him a pleased smile.

He chuckled at that and shifted himself so that he was lying on his back again with his thick cock standing proud and erect in her presence. "Is that the critic column talking?" he cracked.

"Oh, I'm just getting started. Get ready to make the front page, Big Boy." Spectra grinned from ear to ear as she sat up and brushed a lock of sweaty, chromatic hair out of her face while stretching her tired body; she had enough to go for at least one more round before exhaustion set in and by Ra's name she was going to make it count. She sensually stalked across the bed towards him with a swing in her hips and propped herself up on her knees while she climbed to her feet. Spectra then carefully positioned herself over his erection and slowly began to squat down with as agonizingly laggard of a pace as possible in order to get that expression of mild irritation from her boyfriend that she loved to poke fun of so much. Eventually she made contact and she bit her lip to hold back a low moan of contentment while she sunk down onto his thick member, taking it all in until all ten inches were buried deep inside her and poking comfortably into her womb.

Spectra hummed with gratification at the feeling of Ben's rock hard rod thrust deep into her folds, her inner walls immediately wrapping around and smothering his cock. It took a good portion of her will power and mental capabilities to stay solid enough for the two of them to be successfully joined, but it was well worth the effort in her opinion; if the look on her boyfriend's face was any indication, he shared her sentimentality. Once she had gotten herself comfortable, the spectral journalist placed her soft palms upon Ben's chest and started to thrust vertically against his hardened cock. She had to admit, it was tad more painful than she had expected – she was no longer a virgin either but it seemed her boyfriend had grown bigger since they had last gotten intimate with one another – but the amazing rush of euphoria that rushed and flowed through her body like a sudden flood of warmth was beyond description. Spectra kept the pace up, moaning with every pump that jacked her boyfriend's cock in and out of her sensitive walls.

Panting, the ghost began to grinding her nether lips against Ben's hardened cock, keening and groaning in fresh tones at the new session coursing through her lower regions while she gyrated around his thick member; she hadn't felt this kind of pleasure in years. Sure, the first time the two of them had gotten intimate with one another had been absolutely amazing and every moment ever sense where she was held and pulled into that warm, loving embrace of his while they cuddled under the sheets after a long day of keeping the world from crumbling apart made her get all the warm fuzzies inside, especially on a cool night where it was only his body heat that was keeping her toasty. But this single moment had to top them all and she could only assume – more like _knew_ – that it would get better and she didn't have any reason to believe that she would be disappointed.

With a lewd smile and ragged breathing she bent down while still grating her sweet slit against his rock hard erection and whispered in his ear. "You like that, Big Boy? The way I rock back and forth on your cock?" she teased.

"Wh-What is this . . . an interview?" Ben gritted through his teeth as his hands planted themselves on Spectra's thighs, aiding in her sensual actions.

"Answer th-the . . . question or . . . _aaaaaaahhhhaa . . ._ I w-won't let you cum . . ." the columnist threatened, her wavering voice betraying the warning as empty and void.

" _Y-Yes . . ._ "

That was the answer that Spectra expected, but wanted to hear. She abruptly wrapped her ivory arms around Ben's strong shoulders and neck where she quickly engaged him with a kiss. It started off tender enough with the two of them simply enjoying their intimate embrace while the spectral journalist continued to grind her lower regions against his lap, but it eventually became more heated and passionate as she moved her lips in hungry movements. Between longing moans and the soft, moistened noises their joined halves made against one another she slithered her tongue past her boyfriend's lips and sampled the flavors she found there; she could faintly taste the tropical blast of smoothies on Ben's tongue mixed with the interesting combination of her own and Lorna's juices. Her face flushed a bright pink when she felt Ben return her affection full force, his own oral muscle slipping past her defenses and rolling across her teeth in sweet euphoria.

"Y-You've . . . _mmmmphh_. . . been a n-naughty . . . boy, haven't you?" Spectra playfully scolded between kisses.

"Takes . . . _aaaggggh_ . . . one to kn-know one . . ." Ben retorted.

"Maybe, b-but . . . I love you either way . . . _mmmmwwwah_ . . ."

"Me, too, babe . . . me, too . . . _oooooooohh . . ._ "

Lorna smiled to herself as she watched everything unfold before her very eyes, taking especial care to zoom in on Ben and Spectra as they passionately made out with one another. She remembered how she and Finn had once been in love like that, treasuring every special moment they had together so preciously. Then he had suddenly chickened out in their relationship and broken it off, breaking her own heart in the process with little to no consideration for how she might have felt – and over a text message no less! He didn't even have the guts to tell her about it over a video chat!

The freshwater monster took especial pleasure in briefly turning the iCoffin around so that it was focused on her and simultaneously blowing a raspberry and flipping a rather rude gesture at the camera.

 _Screw Finn_ , she thought to herself, a cheeky smile crossing her lips. She was with Ben now, someone who knew how to treat a ghoul right and not like some personal trophy or object to behold, but a person to treasure and love that was fully capable of kicking his ass just as easily as he was at kicking hers when caught off by surprise. He acknowledged that his ghouls were a force to be reckoned with and united were a nigh unstoppable force when given enough incentive. He was brave, he was courageous, he was kind, he was smart (sorta), and she made her feel things her ex-boyfriend had never felt before in her entire unlife.

A loud moan of ecstasy drew the iCoffin's attention back towards Ben and Spectra as they reached their final moments of intimate love making. The phantom columnist threw her head back in ecstasy while she cupped her left breast and roughly rubbed her clit at the same time, crooning and keening as her boyfriend rapidly pumped into her from below and placed his hands firmly on her wide, curvy hips for a better grip. She couldn't even begin to fathom what words could be used to describe what she was feeling now as Ben aggressively pounded her groin, destroying her from the inside out with the rough handling that she now so desperately craved; she was on the verge of climax, ready for sweet release, and as someone once said, she was ready to go big or go home.

" _Oh, my g-ghoul . . . oh, my ghoul . . . I-I'm . . . gonna . . . nnngh . . . ahhhhagggh . . . I'm g-gonna . . .!_ "

Lorna couldn't help but stare in amazement as Spectra suddenly cried out in absolute bliss and threw her head back with a wild scream. Her ghostly, blue orbs had rolled into the back of her head from the intense orgasm that racked her lower regions, her inner walls pulsing violently as they vigorously came over and over again in a single, long release of pent up stress and pleasure. Her toes and fingers curled at the amazing rush while she crooned and moaned and gasped for breath as she continued to cum and forcefully rub her clitoris for those final moments; Ben kept her pinned down and held her steady while she rode out the intense orgasm. Lorna made sure that the look of complete elation upon Spectra's face was given a close up for a good fifteen seconds or so.

Spectra had fallen back onto Ben and was loosely holding onto him for support, her arms draped around his shoulders and her head resting on his chest as she caught her breath. " _Mmmmm . . ._ just like I remembered . . . maybe even better . . ." she nuzzled herself a little deeper into his frame with a dreamy smile upon her lips.

"Aw, you flatter me, babe." Ben pecked her on the cheek. "News flash for you though: I'm still hard for you and our little intruder." he nodded teasingly in Lorna's direction.

The marine monster mockingly huffed and folded her arms over her bust while her face flushed a bright crimson in color. "Don't I get a cute nickname?"

"I can't think of anything that doesn't have something to do with haggis which, if I'm not mistaken, is basically sheep organs stuffed into a boiled stomach." Ben explained. "If I'm gonna call you by some pet name, it's not gonna be something makes people cringe."

"You do that, too, ya know. Don' think I 'aven't noticed the way you gag when Clawd an' Draculaura get affectionate."

Ben grumbled under his breath. "Remind me to get better acting skills."

By that time, Spectra was rested enough to push herself off of her boyfriend, biting her lower lip and softly moaning when she felt Ben's still rock hard erection _slowly_ slide out of her slick entrance and finally release her with a small _pop!_ before springing back up. "Regardless, I think me and Lorna can help you with your little . . . _problem_. Get ready for an exclusive interview!" she teased.

Lorna didn't even need to be told. With eager anticipation, she hurriedly scrambled and crawled across the tangled mess of sheets and blankets that had once been her boyfriend's bed and sat herself up on her knees across from Spectra, who had taken the time to steal a few more kisses from her well endowed lover. The freshwater monster stole a short glance back at the monstrous member that had been inside her what felt like a lifetime ago and shuddered at the thought of when they would meet again to really seal the deal, perhaps on their honeymoon if she was lucky.

And to think, she had had thoughts of starting a family with Finn of all monsters.

The marine monster scoffed at the idea and abruptly shoved Spectra's iCoffin into her boyfriend's hands, ending the passionate makeout session that had originally only been meant to be a few kisses; Lorna gave her mentor a scornful look that made the phantom journalist blush. "Now, ye git tae be th' cameraman 'n' let us dao th' rest!" she giggled at the startled expression Ben had given.

The wielder of the Omnitrix's baffled features melted one into awkward pleasure as Lorna wrapped her lips around the erogenous tip of his stiff rod and started to teasingly suck him off, savoring the faint flavors of Spectra's vaginal juices and her boyfriend's semen. Her tail roiled and squirmed at the sensual concoction and the warmth that spread through her body once more when she glanced up at Ben with her big, crystal blue eyes and gave him – or more precisely, the camera – a sly wink as slowly took in his hard erection a second time.

" _Mmmmmnnnghh . . . ahhhhhh, Lorna . . ._ " Ben moaned when her tongue tauntingly prodded at the small slit in the head of his cock, as if to lap up every last bit of semen available to her.

The freshwater ghoul was dimly aware of Spectra's silken hands washing and gliding over her sensitive scales with otherworldly grace. The spectral journalist's fingers playfully pinch the hardened nipples of her perky breasts or give her malleable, blue orbs a soft squeeze before retreating back down to her nether lips and teasing her entrance with her nails. All of this sent wonderful sensations over Lorna's body, causing her to moan as she swallowed Ben's cock and slowly began to pull her head back up and down, leaving a thin coating of her saliva across her boyfriend's member.

By now, the columnist had joined in on the 'private interview' and gave a long lackadaisical up his full length, flashing Ben a cruel and twisted smile as she swirled her tongue around the head of his sexually sensitive head of his cock. Lorna hungrily kissed his warm member, her tongue hungrily rolling and licking across its surface as she tried to call forth the stream of salty semen she so desperately now craved. The marine monster was reluctant to even consider sharing her boyfriend's cock when Spectra to worm in a little more but eventually relented when her mentor graciously pecked her upon the cheek in the heat of things, creating an eerily pleasing chilling sensation upon her temperature sensitive skin.

Ben gave a deep sigh as he tried to hold back the build up in his loins while his two ghoulfriends worked in unison, relentlessly pleasuring his cock with their slimy, oral administrations and only occasionally granting him sweet mercy when they took pause to affectionately kiss one another in the heat of things. It always amazed him how his ghouls could put something as enormous as sexuality – at least according to the big media scandal that followed the public discovery of his relationship with a certain robot, shape-shifter, and plant-monster ghoul – aside and just simply have fun with one another, though he had his suspicions that it was mostly the hormones talking; not that he minded all that much.

" _Oooooh, man . . ._ " he groaned. "If you k-keep this up . . . I don't know how much l-longer, _nnnnnngh_ . . . I can hold it . . ."

Spectra smirked seductively as she engulfed the head of his dick with as exaggerated of a motion as she could muster. "Then don't hold back. Give us all the _juicy_ details." she purred.

Ben hissed and attempted to hold the iCoffin steady as he focused on the two ghouls attending to his hardened cock, steadily bring him closer and closer to his climax. He honestly didn't have any idea why they were so insistent on being filmed throughout all of their lovemaking, and he didn't really question it either; it was rather difficult to when he was being subjected to near constant pleasure. Maybe it was just some sort of fetish that they had, sort of like how Lilith loved getting her ass pounded while he hung onto her horns like the handlebars of a motorcylce, which he honestly didn't understand, but who was he to judge?

His thoughts melted away into nothing but pure bliss as he felt his balls tighten and clench. The brunette hissed as he kept the iCoffin locked on Lorna and Spectra, taking note of the knowing expressions upon each of their faces as the later took over in pleasuring him. Her ivory fingers curled comfortably around his stiff member, her hand sliding up and down rapidly while she jacked him off; the specter licked her lips hungrily while Lorna flickered her tail in anticipation, watching eagerly as precum started to bubble forth prematurely from his hot cock.

" _Mmmmmghh . . . ahhhaaa . . ._ " Ben panted before he finally cut lose and lost himself into his climax. His cock tremble and shudder, violently ejaculating and shooting his seed out like an uncontrollable geyser all over Spectra and Lorna's eager faces and wantoning, open mouths. His semen came rushing out in violent spurts with only brief intermissions in between each shuddering blast that wracked his body with a sense of euphoria he would never get use to now matter how many ghouls pleasured him over his life time. The wielder of the Omnitrix instead chose to focus on keeping Specra's iCoffin trained on her and Lorna as they hungrily lapped up his hot cum, swallowing every last drop and licking his member clean before they turned on each other and took to experimentally and meticulously sampling one another; their heated moans of pleasure they kissed one another, swapping tastes and flavors of his cum between them was what lulled him into an exhausted state of being, his grip barely able to hold the camera steady.

Finally however, things began to die down as Spectra and Lorna shared a few last, sloppy kisses between one another and gave a couple final licks of their boyfriend's steadily dying erection, as if to milk him dry of every last drop of his seed. "Well . . . aren't you two a air of cum-loving cuties."

"For yours we are." Lorna giggled as she crawled across the bed to his side and snuggled up close to him, her stressed body relaxing with a shudder while she leaned into his frame and reveled in Ben's body heat with a relaxed sigh. "Now hand o'er the phone. A've gotta bawherr message to send to a certain ex-boyfriend o' mines . . ."

Ben raised an eyebrow. "And what exactly are you sending him?" he asked suspiciously when he caught sight of the mischievous smirk on Lorna's face. He could feel Spectra sliding her cool, alabaster up against his other side, her translucent, silken arm wrapping calmly around his chest as if to try and lure him into a false sense of security so that they could jump him. While largely different – he couldn't recall the last time a villain had tried to seduce him – he was use to such tactics being employed on him by his various enemies and rogues gallery.

"Oh, just a wee video of our lil' lovemakin' together, just to show Finn exactly what he's missin' out on."

"Oh, heck, no!"

Much to Lorna and Spectra's surprise, their boyfriend seemed largely apposed to this and hurriedly scrambled out from beneath their tender caresses, as if he had just come to the realization that the two beautiful ghouls that had spent the last couple hours or so pleasuring him were in fact trying to eat him. The freshwater ghoul made a move to try and steal the camera back, falling short and landing on the bed with a bounce of the mattress as Spectra lifted off into the air and move a move to try and steal her phone back, though whether it was because she was on Lorna or Ben's side, neither of them knew and decided to keep it safe and keep the device away from her as well.

Ben instinctively tapped the Omnitrix and slammed a hand down on the activation button, seemingly not caring which alien he was turned into as the metamorphic blast of green light enveloped him. His skin squelched and pulsed as it softened and became more lose-fitting, hanging over his frame like that of a wet paper bag while his bones dissolved into nothingness; they simply melted away within a matter of nanoseconds, as if they had never been there to vanish in the first place. His organs popped and bubbled deep inside of him and seemed to disappear from his awareness, but Ben could still sense that they were still there – somewhere – just a lot more squishy and polymorphic than before. His skin darkened into a slick, black chrome in color, racing to cover every last part of his body from the tips of his fingers to the details of his face, all of its was swallowed and modified to become more streamlined and efficient. Bright green lines of circuitry etched themselves across his shifting form as his feet molded together into stump-like blobs while his hands swelled and swallowed up his pinky finger. More mass piled itself onto his body, making everything more slick and fluid until his head tapered steadily and smoothly into his shoulders, his nose and mouth had vanished, and his eyes had collided into a single, glowing green ring around the Omnitrix that had materialized upon his face; the transformation was complete.

With a mechanical tinge to his voice, the Galvanic Mechamorph yelped as Lorna made a dive at him and harmlessly flew through his body as he opened up a cavernous hole in his chest to allow her to pass through. Upgrade then quickly went slack and collapsed onto the body with the iCoffin in hand, his techno-organic body encompassing and enveloping the device like an amoeba until it vanished from sight. The puddle of black and circuitry sparked and jostled for a split second before its shape hardened into that of a small cellular device that promptly sprouted a pair of spider-like legs and hurriedly skittered back towards the head of the king-sized bed.

Now more determined and confused than ever Spectra and Lorna made one last final dash for the suddenly sentient device and abruptly ended up colliding with one another, their naked bodies landing on top of one another in an awkward pile; Upgrade continued his retreat up the head of the bed and hurriedly jumped onto the wall. The Galvanic Mechamorph then kicked his mechanical legs into overdrive and skittered up the wall and out of reach where he rested on the ceiling high above the ghoul's heads.

"C'mon, Ben! Give it back!" Spectra pleaded.

" _Nope!_ "

Lorna pouted sourly as she crawled out from beneath Spectra and sat on her knees with her arms folded over her perky bosom. "But, _why?_ All I wanted to do was show Finn that I don' need him anymore than he don' need me! I just wanted to show him that I've moved on an' found someone so much better, that I found you!"

"You mean you want to rub your success in his face?" Spectra summarized.

"Eh, I suppose that . . . could be the blunt explanation . . ." Lorna chuckled sheepishly, realizing how selfish it suddenly sounded.

Upgrade beeped from overhead. "Well, you can forget about it," he commented in almost snooty manner. "You aren't sending anything to anyone . . . yet."

That made both Lorna and Spectra do a double take as they craned their heads towards the ceiling where the Galvanic Mechamorph was currently racing around in miniature circles while the iCoffin's screen beeped and whirled and buzzed through wave after wave of glitching static and the familiar black and green circuitry of his body. The screen suddenly then gave a musical chime and a green smiley face flashed on the screen before alternating between a thumbs up and the words " _Have a Nice Day!_ "

The freshwater ghoul was greatly confused when the iCoffin shuddered and shook for a split second before the jointed, spider-like legs retracted back into the modified device and forced out a small thruster of sorts out of its underside that allowed it to gently float back down towards the mattress where it landed in her waiting hands without further delay. The Galvanic Mechamorph then almost casually oozed his gelatinous, techno-organic body off of the phone and back onto the bed where he took on the shape of his original form once more, leaving Spectra and Lorna still completely baffled.

"What . . ?" the phantom cocked an eyebrow.

"What, you didn't think I was gonna let the slimebag that dumped one of my ghouls get away, did you?" Upgrade chided them playfully. "At least, not before I wrote a program for Spectra's phone that would delete the video and all related traces if ol' what's-his-name tried to post or share it or whatever." he explained. "Even if he finishes watching the whole thing or tries to pause it or something, the program'll just delete it and any and all traces. He gets fully humiliated and any attempt to try and get back at us by exposing our little antics are null and void. Case close, you may now begin to praise and worship me."

Even if his voice was simply _oozing_ with sarcasm and cynicism, Lorna couldn't help but happily throw her arms around the Galvanic Mechamorph and hug him tightly, nearly threatening to accidentally slice his amorphous form in half with her near crushing affection.

Spectra grinned teasingly. "Since when are you so devious?" she purred as she hung off his arm and traced her finger roughly along where his collarbone would have been. The Omnitrix gave a bright beep when the techno-organic lifeform pressed a finger to the metamorphic device and swallowed him in a flash of green energy, returning him to his human form.

"When jerks mess with my ghouls." Ben explained with a satisfied smirk. " _Nobody_ messes with my ghouls."

"And we are most appreciative of that." the columnist of the _Gory Gazette_ smiled pleasantly, rewarding him with a sweet peck upon his cheek. Lorna finally relented in letting Ben go and promptly leaned back into his frame while her fingers hyperactively danced and weaved their way across the screen, hurriedly typing out a short, derisive message before her thumb came almost crashing down on the _send_ button. The devilish grin that crossed her lips when she received the notification that her message and special attachment had indeed been sent was quite frightening, even to her fellow harem ghoul and boyfriend.

"Well, now, I suddenly feel better." Lorna sighed happily as she made herself comfortable against Ben's strong chest and abdominals, almost carelessly tossing Spectra her iCoffin back with a lazy flick of her wrist. She was drained of nearly all her energy after her first – of many, she hoped – night of dancing the bed sheet tangle with her beloved and current boyfriend with her burning dislike for her soon to be very surprised ex-boyfriend slowly dwindling with her exhaustion. She was more than ready to finally settle down and use whatever hours remained of the evening for rest. "I don't know about ye, but a'm all tuckered out. A'm duin to hit the sack."

"You and me both." Spectra hummed sleepily, resting her head upon Ben's shoulder while her finger lazily caressed his collarbone and chin.

Ben rolled his eyes. "Alright, alright, I can take a hint."

The ghouls were delighted as they made their way back towards the head of the bed and began the simple process tucking sheets and blankets back into place and picking up any of the pillows that had been discarded in the frenzy of their intimacy. With a weary sigh, Ben eased himself back down on the bed with the soft sheets and blankets helping to sooth his aching muscles and exhausted body; his arms felt as heavy as bars of iron and his head felt like it would roll right off his shoulders at any second. He was aware of two other presences making themselves comfortable on either side of him and he let his eyes blink in to take in Spectra's shimmering, ivory frame as she fit herself up against his left side and contently rested her head in the crook of his neck, her plush breasts pressing into his size like a pair of cool pillows. Glancing over to his right, the brunette found himself admiring Lorna's simple and regaling beauty, the way her scales glittered like stars in the moonlight while she rested her head upon his chest and curled her tail around the inside of his inner thigh.

"So how was your first time?" Ben whispered so as to keep the atmosphere low.

Lorna shifted slightly in her sleepy stupor and allowed a smile to split itself across her face. "You were incredible . . . do . . . do you think that we could do this again sometime?"

The wielder of the Omnitrix chuckled and affectionately kissed her temple, running his fingers slowly through her scarlet locks. The steady, leisurely movements had a further calming effect upon the freshwater ghoul, her eyelids drooping shut every few seconds until she couldn't fight it any longer and succumb to the comforting hand of slumber. Her breath was labored and slow while she hugged her boyfriend in her sleep, an arm secured protectively across his midsection so that he might not be carried off by some current while they slept.

"You never cease to amaze me, Ben." Spectra mumbled softly as she drifted off as well. "Don't ever stop."

"Don't plan to." he promised as he reached down and grabbed hold of the blankets and covers, pulling them up over their naked forms and instantly wrapping him in an embrace of warmth and comfort. Ben soon followed his two ghoulfriends into the wonderful realm of sleep, an arm wrapped around each of them as if to keep them from being taken away from him. He had fought long and hard for their relationship, for their lives even, and he wasn't about to let any of it go to waste.

Not if he could help it.

* * *

" _Oh . . . my . . . ghoul . . ._ "

" _Damn . . ._ "

"I'd say he's getting more skilled, wouldn't you?"

"You weren't kidding . . ." Lilith Van Hellscream gave her three companions an odd look. The three of them – Bonita Femur, Clawdeen Wolf, Whisp Grant, and of course, herself – had been disturbed from their rest by a series of unusual noises that none of them could fully identify and, after a near heart-stopping encounter with one another when they realized that they were all being kept awake by the noises, had tracked them to their origins. The jersey devil had initially suspected that they were coming from downstairs and that Rivet was the one responsible for their unrest, most likely trying to grab a midnight snack of the cookies he so desperately craved. She had found herself quite intrigued when Clawdeen's superior senses pointed them in the direction of Ben's bedroom instead, which warranted an investigation all in its own.

Of course, they hadn't expected to find Ben on top of Lorna fucking her brains out while Spectra filmed them with a sensual smirk upon her lips.

Things had only escalated from there of course, and the four ghouls couldn't help but stay and watch the whole thing, everything from Lorna's first orgasm to the small chase that had occurred between a sentient cellphone and a pair of frustrated ghouls. She hadn't realized it then, but Lilith had noticed that she was started to feel a slight dampness in her loins and her senses all seemed to be more amplified than they were; an experimental grope of her breasts confirmed that her nipples were indeed hardening in response to the lustful thoughts making their way through her mind.

It seemed she wasn't the only one that had come to that realization. "Let me guess," Clawdeen smirked, her golden orbs screwing up with amusement. "You want some, too?"

"Damn you . . ."

"I can help with that," Whisp purred suggestively. "I'm pretty sure our man is rather occupied at the moment."

"Why do I get the feeling this was somehow your evil plan the whole time?" Lilith sighed as she turned to head back towards her room with Whisp in tow. Clawdeen turned to leave as well, deciding to merely brush all of this off as a humorous dream to later poke and tease her boyfriend about, glancing over her shoulder and taking note at how Bonita continued to stare through the crack between the door and frame into Ben's bedroom, unable to take her eyes off of the spectacle before her; the werewolf's lips curved just the slightest.

"I have my ways."

* * *

Meanwhile, somewhere over the Atlantic Ocean, near the shores of Rottland, in a series of underwater caves with the lights off, his door locked tight, and his eyes as wide as dinner plates, Finn was thoroughly regretting ever parting with the flirtatious freshwater ghoul on his computer screen.

* * *

 **And there we go! _Whew!_**

 **Well, there isn't much to say other than that the next chapter of OUAT will _hopefully_ be posted sometime around Thanksgiving, when I should _hopefully_ have more than enough to straighten things out for you all.**

 _ **I could straighten something else out for you . . . something big and strong and warm . . .**_

 **No, thank you!**

 _ **Awww . . .**_

 **Hey, we already had a night during my birthday, remember? Wasn't that enough for you!?**

 _ **Nope!**_

 **Ugh. As always, comment, review, suggest, and request down below!**

 _ **Hasta Luego!**_

 **Why, cruel fate!? _WHY!?_**


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